Directors Report of Strides Pharma Science Ltd.

Mar 31, 2025

On behalf of the Board of Directors of the Company, it gives me pleasure in presenting the 34^th Board’s
Report, along with the Audited Financial Statements (Consolidated & Standalone) for the financial year ended
March 31, 2025.

1. Financial performance

Company has prepared the Consolidated and Standalone Financial Statements for the financial year ended
March 31, 2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the
Companies Act, 2013 (Act).

Key highlights of Consolidated and Standalone Financial performance of the Company for the financial
year ended March 31, 2025 is provided below:

Particulars		Consolidated			Standalone
	FY25	FY243	YoY	FY25	FY243	YoY
Revenues1	45,653	38,945	17.2%	21,394	18,661	14.6%
Gross Margin	25,854	21,455	20.5%	10,559	8,970	17.7%
Gross Margin%	56.6%	55.1%	154bps	49.4%	48.1%	129bps
EBITDA2	8,028	5,868	36.8%	2,624	1,505	74.4%
EBITDA%	17.6%	15.1%	252bps	12.3%	8.1%	420bps

¹Revenues referred in this section excludes interest income, guarantee commission, rental incomes and other non¬
operating income.

²EBITDA referred in this section is post employee benefit expenses and operating expenses.

³FY24 figures are excluding the numbers related to the demerged Softgel business.

2. Company’s performance

FY25 marked a strong year for Strides,
characterised by robust execution and consistent
performance across key operational metrics.
The Company had set out clear targets for FY25,
including revenue growth of 12-15% YoY, EBITDA
in the range of ''7,500-''8,000 million, a Net Debt
to EBITDA ratio below 2x, and US revenue between
USD 275-290 million.

Strides not only met but exceeded these
guidance metrics. Consolidated revenue stood
at ''45,653 million, reflecting a YoY growth
of approximately 17.2%, driven by the strong
performance of the US business. EBITDA grew by
36.8% YoY to '' 8,028 million, reflecting enhanced
operational efficiency and margin resilience
post demerger. Company reduced its Net Debt
significantly to '' 15,222 million*, a reduction
of '' 5,128 million during FY25. Consequently,
Net Debt/ EBITDA ratio was at 1.9x* as at
March 31, 2025. US business clocked US$ 291 million
in revenues thereby achieving a YoY growth of
21.8% propelled by new product launches, steady
base business and a strong commercial execution
framework. Company’s operational PAT for FY25
was at '' 3,447 million with operational EPS at '' 37.5
per share, a 12x growth YoY.

Strong operating leverage, cash flow generation
and overall financial discipline has significantly
improved Company’s profitability and

strengthened its Balance Sheet position for FY25.
This is clearly demonstrated in Company’s key
balance sheet metric viz., Net Debt to Equity ratio
improved to 0.59x* (as against 0.98x in FY24), Net
Debt to EBITDA improved to 1.90x* (as against
2.72x in FY24), Cash to Cash Cycle improved by
12 days to 117 days, one of the best in Industry,
Current Ratio improved to 1.24x^A (as against 1.10x
in FY24), Return on Capital Employed improved to
14.86% (as against 12.83% in FY24) and Fixed Asset
Turnover Ratio improved to 4.95x (as against 4.60x
in FY24).

Market Wise Performance for the year
US Business

Revenue from the US business for FY25 stood
at '' 24,457 million (US$ 291 million), as against
'' 20,078 million (US$ 243 million) in FY24, a
growth of 21.8% YoY. Company launched seven
new products and sustained market share across
its existing portfolio led by consistent demand,
operational reliability, and strong field execution.

Of the 73 products commercialized, Strides
is ranked amongst the top three player in 36
products, thereby enjoying a market leading
position for several years. Industry leading
customer service levels amongst generic pharma

*Net debt is arrived post adjusting for ‘Deferred consideration receivable
^ACurrent liabilities exclude current maturities of long-term borrowings

players is leading to near-zero-Failure to Supply
penalties for Strides.

From a US business perspective, focus shall
continue to remain on fast-tracking launches from
the approved basket of ANDAs (230 ANDAs with
215 approvals) which comprises of acute and
chronic products, including domains of controlled
substances, hormones and nasal sprays. Company
has identified 60 dormant ANDAs from the
portfolio, which are under various regulatory
phases of PAS (Prior Approval Supplements)
for source changes and cost leadership to be
relaunched over the next three years to achieve
the annual revenue objective of US$ 400 million
by FY28. Company has also invested in new
segments as part of its long-term strategy to
grow beyond US$ 400 million mark. Our active
engagement in various activities, including in¬
licensing, partnering and developing in-house
capabilities further boost our capability to enrich
our portfolio.

Other Regulated Markets (ORM)

ORM comprising of all Regulated Markets
excluding US Business delivered a YoY growth of
13.5%.

FY25 Revenue from ORM stood at '' 13,585 million
(US$ 162 million) as against '' 11,964 million (US$
145 million) in FY24.

In Europe, Company has onboarded new partners
with a pan-European presence, enhancing
long-term market access. Our sustained focus
on customer advocacy and reliable supply has
enabled us to expand our customer base and
strengthen our market presence. Further, a robust
in-licensing portfolio has been established to drive
near-term growth in the UK and Nordic regions.

From an ORM Business Outlook perspective,
expansion of the product portfolio and new
customer acquisitions, converting existing strong
funnel of new opportunities and continued
momentum in filings and approvals shall drive
growth in this market.

Growth and Access Markets

Growth Market comprises of Africa operations and
new geographies of LATAM, MENA, CIS and APAC.

Revenue from Growth Markets for FY25 stood at
'' 4,927 million (US$ 59 million) as against '' 3,967
million (US$ 48 million) in FY24, reporting a YoY
growth of 24.2% led by Africa operations and
driven by new product launches.

From Growth Markets Business Outlook
perspective, focus on portfolio maximization
strategies and astute channel partner expansion
shall drive the future growth. Growth Market is
positioned for strong growth through geographical
expansion and new product launches.

Access Markets (Institutional Business) revenue
continues to be lumpy as all the business is tender
driven. Revenue for FY25 stood at '' 2,685 million
(US$ 32 million) as against '' 2,937 million (US$
36 million) in FY24, recording a YoY de-growth
of 8.6%.

From an Access Markets Business Outlook
perspective, focus on Cost Initiative Programs
with vendors to reduce COGS and enhancing the
competitiveness shall drive growth in this market.

Other Key Achievement during FY25

• Company received an industry leading ESG
rating of 76/ 100 from S&P Global on its debut
voluntary participation in their Corporate
Sustainability Assessment (CSA). Strides
was also featured in S&P Global’s Global
Sustainability Yearbook 2025 for achieving
“Top 10%" global ranking.

• Company successfully completed demerger
of its Identified CDMO and Soft Gelatin
business to OneSource Specialty Pharma
Limited (OneSource). OneSource, India’s
leading specialty pharma pure play
Contract Development and Manufacturing
Organizations (CDMO) was listed with
the Stock Exchanges (NSE and BSE) on
January 24, 2025. The said transaction
delivered incremental value of 78,800
million for Strides’ shareholders. This
milestone is a testament to our philosophy
of creating value for all stakeholders.

• Company has received multiple external
recognitions across diverse functional
areas, including Packaging, Manufacturing
Excellence, Women Empowerment, Quality
Culture, Supply Chain, Treasury, Legal, and
CSA (Corporate Sustainability Assessment)
scores, amongst others. These accolades
underscore the Company’s commitment to
strong governance practices, reinforced by
close performance monitoring and compliance
reviews across business functions.

In summary, Company performance demonstrated
‘Robustness’ with its metrics driven financial
performance; ‘Resilience’ through its efficiency
led operations; and ‘Reliability’ with focused
efforts on both people and processes across the
organization.

As we look ahead, Company remains focused
towards disciplined execution of its business
strategies, underpinned by strong governance and
a deep commitment to ESG, all aimed at delivering
superior business outcomes and creating long¬
term value for all stakeholders.

3. Dividend for FY25

Board of Directors of the Company recommend
a Final Dividend of '' 4/- per equity share of face
value of '' 10 each. Aggregate dividend payout if
approved by the Shareholders will be ~'' 368.65
million, with a payout ratio of 62% of PAT on a
Standalone basis.

Dividend is subject to approval of Shareholders
of the Company at the ensuing Annual General
Meeting (AGM) and deduction of tax at source.
Dividend if approved by the Shareholders, would
be paid within 30 days from the date of AGM
to those Shareholders whose name appear in
the Register of Members as on the Record Date
mentioned in the Notice convening the AGM.

Dividend payment is based upon the parameters
mentioned in the Dividend Distribution Policy
approved by the Board of Directors of the Company,
which is in line with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations).

The said Policy is available on the Company’s
website and web link to access the same is
provided in Page 156 of the Annual Report.

4. Transfer to Reserves

Movement in Reserves and Surplus during the
financial year ended March 31, 2025, is provided
in the Statement of Changes in Equity included
in the Consolidated and Standalone Financial
Statements (Refer Note no. 20 and 19, respectively).

5. Update on Corporate Actions

During the year under review and to the date
of this Report, your Company has undertaken/
initiated the following key corporate actions:

5.1 Scheme of Arrangements

5.1.1 Amalgamation of Strides Alathur Private
Limited (formerly known as Vivimed Life
Sciences Private Limited) into the Company

Strides Alathur Private Limited (Strides
Alathur), Company’s wholly owned subsidiary
amalgamated into the Company pursuant to
a Scheme of Amalgamation (Scheme) under
Section 230-232 of the Companies Act, 2013.

Scheme received approval of the Hon’ble
National Company Law Tribunal (NCLT),
Mumbai Bench on August 13, 2024. Appointed
Date for the said Scheme is April 1, 2023; and
Effective Date of the Scheme pursuant to
requisite regulatory filings with the Registrar
of Companies/ Ministry of Corporate Affairs
is September 12, 2024.

Consequent to the Amalgamation,
investment in the share capital of Strides
Alathur appearing in the books of accounts

of the Company stands cancelled and Strides
Alathur ceased to exist as a legal entity
effective September 12, 2024.

5.1.2 Demerger of Strides’ CDMO business
pertaining to Soft Gelatin Capsules to
OneSource

Pursuant to a Scheme of Arrangement amongst
the Company, Steriscience Specialties
Private Limited (Steriscience) and OneSource
Specialty Pharma Limited (formerly known
as Stelis Biopharma Limited) (OneSource) and
their respective shareholders under Section
230-232 of the Companies Act, 2013, Company
completed demerger of Contract Development
and Manufacturing (CDMO) business
pertaining to the Soft Gelatin Capsules (SGC)
of Strides to OneSource. Pursuant to the said
Scheme, CDMO business of complex and
specialty injectables of Steriscience was also
demerged to OneSource.

Consequently, OneSource has become India’s
first Specialty Pharma CDMO covering
biologics, complex injectables and oral
technologies (SGC).

Scheme received approval of the Hon’ble
National Company Law Tribunal (NCLT),
Mumbai Bench on November 14, 2024.

Appointed Date for the said Scheme is April
1, 2024; and Effective Date of the Scheme
pursuant to requisite regulatory filings with
the Registrar of Companies/ Ministry of
Corporate Affairs is November 27, 2024.

As per the Scheme, Share Entitlement Ratio
for Strides’ Shareholders was One equity
share of OneSource for every Two equity
shares of Strides.

Accordingly, OneSource has allotted equity
shares on December 10, 2024, to Shareholders
of the Company who were holding Strides’
Equity Shares as on the Record Date i.e.,
December 6, 2024.

OneSource was listed on the Stock Exchanges
(NSE and BSE) on January 24, 2025.

Pursuant to the above demerger, following
entities ceased to be part of Strides’ Group
effective November 27, 2024:

1) OneSource Specialty Pharma Limited
(formerly, Stelis Biopharma Limited),
India (Associate of Strides)

2) Strides Pharma Services Private Limited,
India (Subsidiary of Strides)

3) Strides Softgels Pte. Ltd., Singapore
(Subsidiary of Strides)

Further, following Associated entities
which were Wholly owned Subsidiaries
of OneSource, also ceased to be part
of the Group consequent to the above
demerger:

4) Biolexis Pte. Ltd. (formerly Stelis Pte.
Ltd.), Singapore

5) Biolexis Private Limited, India

6) Stelis Biopharma UK Private Limited, UK

7) Stelis Pte. Ltd., Singapore

5.1.3 De-merger of Identified Business of Arco Lab
Private Limited (Arco Lab), a Wholly owned
Subsidiary of the Company

Arco Lab is an innovative Global Life
Sciences Capability Centre offering a wide
range of services in Life Sciences consulting,
Digital Innovation Capabilities and Business
Solutions.

On May 15, 2025, Board of Directors of Arco
Lab and Pivot Path Private Limited (Pivot
Path) (a wholly owned subsidiary newly
incorporated by Arco Lab) approved a Scheme
of Arrangement (Scheme) for demerger of Life
Sciences and Digital Innovation Capabilities
(Identified Business) of Arco Lab into Pivot Path.

Pivot Path shall focus on Life Sciences and
Manufacturing solutions with deep domain
knowledge and cutting-edge technology
capabilities.

Appointed Date for the said Scheme is April
10, 2025, or such other date as the Hon’ble
National Company Law Tribunal (NCLT),
Bengaluru Bench or such other competent
authority may direct in relation to the said
demerger.

Consequent to demerger, investment held
by Arco Lab in Pivot Path shall be cancelled
and Pivot Path shall become a wholly owned
subsidiary of Strides.

Arco Lab is in the process of making an
application with jurisdictional NCLT for
seeking approval of the Scheme. The Scheme
remains subject to receipt of applicable
statutory and regulatory approvals. There
will not be any impact on Strides, financially
or otherwise arising out of the proposed
restructuring.

5.2 Acquisitions/ Internal Restructurings

5.2.1 Acquisition of balance stake in Strides Global
Consumer Healthcare Limited, UK (Strides
Consumer UK)

Strides Consumer UK is an IP holding entity
and is into the business of sale and distribution

of pharmaceutical and other over-the-counter
consumer health care products, through its
subsidiaries in US and India (CHC Business).

Effective August 5, 2024, Strides Arcolab
International Limited (SAIL UK), a wholly
owned subsidiary has acquired balance 81%
stake in Strides Consumer UK at GBP One.
Consequently, Strides Consumer UK has
become a step-down wholly owned subsidiary
of the Company. The said transaction has
enabled Strides’ Group to strengthen its
existing portfolio with the CHC Brands.

5.2.2 Consolidation of Business in Europe

Strides Pharma International AG (formerly
known as Fairmed Healthcare AG) (‘Strides
Switzerland’) became part of Strides Group
in 2019 and has a portfolio of high-quality
generic products encompassing prescription
and over-the-counter drugs across several
therapeutic segments.

As part of business consolidation and to
achieve operational synergy, effective October
25, 2024, Strides Pharma Global Pte. Limited,
a step-down wholly owned subsidiary of the
Company in Singapore, acquired balance 30%
stake in Strides Switzerland from its minority
shareholders for an aggregate consideration
of ~CHF 1.01 million.

Strides Switzerland is strategically positioned
to serve key markets in Europe and this
acquisition marks a significant milestone
in Strides'' expansion efforts, further
strengthening its position in the region.

5.2.3 Acquisition of 100% equity stake in Amexel
Pte. Ltd., Singapore

Strides Pharma Global Pte. Limited (SPG), a
step-down wholly owned subsidiary of the
Company in Singapore, proposed to create
a platform that shall foster introductions,
collaborations, procurement and business
engagement between pharmaceutical
manufacturers and suppliers of India, China,
and other Southeast-Asian countries.

To facilitate the said business opportunity,
effective March 19, 2025 SPG acquired 100%
equity stake in Amexel Pte. Ltd., Singapore
(Amexel) for a nominal consideration of US$

10.

Amexel aims to generate revenue through
facilitation services and a profit-sharing
model linked to the commercialization of
products.

5.3 Incorporation of Entities

During the year under review and to the date of
this Report, following entities were incorporated:

• Strides Pharma New Zealand Pty Limited
(Strides New Zealand) was incorporated as
a step-down wholly owned subsidiary of
the Company (held through Strides Pharma
Global Pte. Limited, Singapore) effective July
26, 2024. Strides New Zealand shall leverage
Strides’ product portfolio in New Zealand and
facilitate participation in the local tender.

• Pivot Path Private Limited (Pivot Path) was
incorporated as a step-down wholly owned
subsidiary of the Company (held through
Arco Lab Private Limited, India) effective
April 10, 2025. Pivot Path shall focus on Life
Sciences and Manufacturing solutions with
deep domain knowledge and cutting-edge
technology capabilities. For more information,
please refer para 5.1.3 above.

5.4 Liquidation/ Dissolution of Entities

During the year, following entities were liquidated/
dissolved as part of Group entities optimization
exercise:

• Arrow Life Sciences (Malaysia) SDN. BHD,
Malaysia was voluntarily liquidated effective
April 25, 2024 from Companies Commission
of Malaysia.

• Stelis Biopharma (Malaysia) SDN. BHD.,
Malaysia was voluntarily liquidated effective
June 4, 2024 from Companies Commission of
Malaysia.

• Altima Innovations, Inc., USA was voluntarily
dissolved effective August 13, 2024.

• Generic Partners UK Ltd., UK was voluntarily
dissolved effective March 18, 2025 from
Company House UK.

5.5 Update on redemption of Unlisted Non¬
Convertible Debentures

During FY23, Company had raised '' 125 Crores
for working capital purpose by issuance and
allotment of Secured, Unlisted, Redeemable Non¬
Convertible Debentures (NCDs).

During FY25, Company has fully redeemed
the said NCDs. Consequently, Company has no
outstanding NCDs as at March 31, 2025.

6. Composition of the Board

Company is in compliance with the provisions of the Act and the SEBI Listing Regulations with regard to
composition of the Board.

As at the date of this Report, Strides’ Board comprised of Eight Directors viz., Two Executive Directors, One
Non-Executive Director and Five Independent Directors, details of which are provided below:

#	Name	Designation
Chairperson of the Board
1	Arun Kumar	Non-Executive Chairperson and Promoter Director
Executive Directors
2	Badree Komandur	Managing Director & Group CEO
3	Aditya Arun Kumar	Executive Director - Business Development
Independent Directors
4	Homi Rustam Khusrokhan	Independent Director; & Chairperson of Audit Committee & Risk Management and Sustainability Committee
5	Dr. Kausalya Santhanam	Independent Director; & Chairperson of Stakeholders Relationship Committee & CSR Committee
6	Ameet Hariani	Independent Director; & Chairperson of Nomination & Remuneration Committee
7	Subir Chakraborty	Independent Director
8	Mukta Arora	Independent Director

Changes in the Board of Directors and Key Managerial
Personnel (KMP) during FY25 and till the date of this
Report is as under:

6.1 Appointments/ Re-appointments

• Mr. Badree Komandur (DIN: 07803242) was
appointed as Managing Director & Group CEO
of the Company for a period of three years
effective June 1, 2024.

• Mr. Aditya Arun Kumar (DIN: 06999081) was
appointed as Additional Director designated
as Executive Director - Business Development

(KMP) for a period of three years effective
June 1, 2024.

• Mr. Subir Chakraborty (DIN: 00130864) was
appointed as an Additional Director (Non¬
Executive Independent Director) for a period
of five years effective June 1, 2024.

Appointment of Mr. Badree Komandur,
Mr. Aditya Arun Kumar and Mr. Subir
Chakraborty was approved by Shareholders
of the Company on July 26, 2024 by means of
Postal Ballot.

• Mr. Arun Kumar (DIN: 00084845) was re¬
designated from ‘Executive Chairperson and
Managing Director’ to ‘Executive Chairperson’
of the Company effective June 1, 2024.

• Mr. Vikesh Kumar was appointed as Group
Chief Financial Officer (KMP) of the Company
effective June 1, 2024.

• Retirement by Rotation under Section 152 of the
Companies Act, 2013 - Mr. Badree Komandur
was re-appointed by the Shareholders of the
Company at the AGM held on September 25,
2024.

• Dr. Kausalya Santhanam (DIN: 06999168)
was re-appointed as Independent Director
of the Company for the second term of five
years effective December 11, 2024, pursuant
to approval of Shareholders of the Company
through Postal Ballot on November 27, 2024.

• Ms. Mukta Arora (DIN: 07225715) was
appointed as an Additional Director (Non¬
Executive Independent Director) of the
Company for a period of five years effective
February 1, 2025.

• Mr. Arun Kumar (DIN: 00084845) was re¬
designated and appointed as Non-Executive
Director and Chairperson of the Board
effective April 5, 2025.

Appointment of Ms. Mukta Arora and Mr. Arun
Kumar was approved by the Shareholders of
the Company on March 19, 2025 by means of
Postal Ballot.

6.2 Resignation/ Retirements during the year

• Mr. Badree Komandur stepped down from the
position of Group Chief Financial Officer of the
Company effective May 31, 2024, consequent
to his appointment as MD & Group CEO.

• Mr. Bharat Dhirajlal Shah (DIN: 00136969)
completed his second and final term as
Independent Director of the Company
effective closing business hours of June 14,
2024.

• Mr. S Sridhar (DIN: 00004272) completed
his second and final term as Independent
Director of the Company effective closing
business hours of July 30, 2024.

Board of Directors of the Company placed
on record their sincere appreciation for the
valuable contributions made by Mr. Shah
and Mr. Sridhar during their association with
Strides.

6.3 Retirement by Rotation and Re-appointment at

the ensuing AGM

In terms of Section 152 of the Act and Articles

of Association of the Company, Mr. Aditya

Arun Kumar (DIN: 06999081), retires by rotation
and being eligible, offers himself for his re¬
appointment.

Your Directors recommend his re-appointment to
the Board.

A detailed profile of Mr. Aditya Arun Kumar as
required under the SEBI Listing Regulations and
Secretarial Standard on General Meetings issued
by the Institute of Company Secretaries of India
is provided in the explanatory statement to the
Notice convening the 34^th AGM of the Company.

6.4 KMPs of the Company during the year were as
under:

• Mr. Arun Kumar (Whole-time Director)

• Mr. Badree Komandur (Whole-time Director)

• Mr. Aditya Arun Kumar (Whole-time Director)
(Appointed as KMP effective June 1, 2024)

• Ms. Manjula Ramamurthy (Company
Secretary & Compliance Officer)

• Mr. Vikesh Kumar (Group Chief Financial
Officer) (Appointed as KMP effective June 1,
2024)

6.5 KMPs of the Company as at the date of this
report is as under:

• Mr. Badree Komandur (Whole-time Director)

• Mr. Aditya Arun Kumar (Whole-time Director)

• Ms. Manjula Ramamurthy (Company
Secretary & Compliance Officer)

• Mr. Vikesh Kumar (Group Chief Financial
Officer)

7. Board Meetings

Board meets at regular intervals to review
performance of the Company, to discuss and
decide on various business strategies, policies and
other matters.

Your Directors met 8 (Eight) times during FY25.
The intervening gap between two consecutive
meetings was not more than 120 days.

Details of meetings of Board held during FY25
along with information relating to attendance
of each director is provided in the Corporate
Governance Report (Page 136 and 140), which
forms part of this Annual Report.

8. Board Committees

Board has constituted sub-committees to focus
on specific areas and make informed decisions
within the authority delegated to each of the
Committees. Each Committee of the Board is
guided by its Charter, which defines the scope,
powers and composition of the Committee.

Board has constituted the following Statutory
Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders’ Relationship Committee

4) Corporate Social Responsibility Committee &

5) Risk Management Committee (renamed as
Risk Management & Sustainability Committee
effective May 22, 2025)

Board has also constituted a non-statutory
committee titled ‘Management Committee’. This
Committee primarily considers matters that may
be delegated by the Board of Directors under
Section 179 of the Act and other delegable matters
for administrative convenience.

Management Committee comprises of two
Independent Directors and an Executive Director.
Chairperson of the Committee is appointed on a
rotation basis amongst the Independent Directors.

This Committee meets at such intervals based on
needs of the Company.

Details pertaining to the composition of each
of the above Committee’s is provided in the
Corporate Governance Report (Page 137), which
forms part of this Annual Report.

Further, details of meetings of Board Committees
(statutory) held during FY25 along with information
relating to attendance of each committee member
is provided in the Corporate Governance Report
(Pages 138 to 140), which forms part of this Annual
Report.

During the year, all recommendations made by
the Committees were approved by the Board.

9. Share Capital

9.1 Authorized Share Capital

During the year, there has been an increase in
the Authorised Share Capital of the Company
pursuant to amalgamation of Strides Alathur
Private Limited (formerly Vivimed Life Sciences
Private Limited) (Transferor Company) into
the Company (Transferee Company) effective
September 12, 2024, in terms of the Scheme of
Amalgamation (Scheme) under Section 230-232
of the Companies Act, 2013.

As per Clause 10 of the Scheme, upon the Scheme
becoming effective, the Authorised Share Capital
of the Transferor Company shall be transferred
to the Transferee Company and the Transferee
Company’s authorised share capital in terms of
its Memorandum of Association and Articles of
Association shall automatically stand enhanced
from 1,883,700,000/- divided into 188,370,000
equity shares of '' 10 each into '' 2,183,700,000/-
divided into 218,370,000 equity shares of '' 10/-
each.

Accordingly, the Authorised Share Capital of the
Company was altered effective September 12,
2024.

Authorised Share Capital of the Company as at
March 31, 2025 is '' 2,183,700,000/- dividend into
218,370,000 equity shares of '' 10 each.

9.2 Issued, Subscribed and Paid-up Share Capital

Issued, Subscribed and Paid-up Share Capital
of the Company as at March 31, 2025, stood at
'' 921,627,140/- divided into 92,162,714 equity
shares of '' 10/- each.

Movement in issued, subscribed and paid-up
share capital during the year is as under:

Particulars	Number of Shares	Amount (?)
April 1, 2024	91,899,714 equity shares of face value of '' 10 each	918,997,140/-
Additions during the year	263,000 equity shares of face value '' 10/- each issued pursuant to exercise of ESOPs during the year	2,630,000/-
March 31, 2025	92,162,714 equity shares of face value of '' 10/- each	921,627,140 /-

10. Subsidiary, Joint Ventures and Associate
Companies

Details of Subsidiaries, Joint Venture and
Associate entities as at March 31, 2025 are provided
herein below:

Nature of Relationship	India	Overseas	Total
Subsidiaries	3	29	32
Joint Ventures	-	1	1
Associates	-	3	3
Total	3	33	36

List of Entities, which have become or ceased to
be part of the Group during the year and to the
date of this Report, is enclosed as Annexure-1 to
this Report.

Company has formulated a policy on identification
of material subsidiaries in accordance with
Regulation 16(1)(c) of the SEBI Listing Regulations.
The said Policy is available on the Company’s
website and web link to access the same is
provided in Page 156 of the Annual Report.

11. Accounts of Subsidiaries

During the year, Board of Directors have reviewed
affairs of the subsidiaries. As part of the quarterly/
annual board meeting, Audit Committee and
Board of Directors of the Company are provided
with requisite updates/ information/ reports
as required under the Act and SEBI Listing
Regulations.

In accordance with Section 129 (3) of the Act, the
Company has prepared a consolidated financial
statement.

A statement containing salient features of the
financial statements of the Company’s subsidiaries,
joint ventures and associate companies and their
contribution to the overall performance of the
Company as required in Form AOC 1 is enclosed
as Annexure-2 to this Report.

12. Corporate Governance Report

As per SEBI Listing Regulations, Corporate
Governance Report along with Statutory Auditor’s
Certificate thereon for FY25 forms part of this
Annual Report.

13. Management Discussion and Analysis
Report

As per SEBI Listing Regulations, Management
Discussion and Analysis Report for FY25 forms
part of this Annual Report.

14. Business Responsibility and Sustainability
Report

As per SEBI Listing Regulations, Business
Responsibility and Sustainability Report of the
Company for FY25 forms part of this Annual
Report.

During FY25, Company took significant strides
on the Sustainability front. Company released its
debut Sustainability Report for FY24, prepared in
accordance with inter-alia the Global Reporting
Initiative (GRI) Standards 2021, showcasing our
Environmental, Social, and Governance (ESG)
performance.

Company received an industry leading ESG rating
of 76/ 100 from S&P Global on our debut voluntary
participation in their Corporate Sustainability
Assessment (CSA) and was also featured in S&P
Global’s Global Sustainability Yearbook 2025 for
achieving “Top 10%” global ranking.

This achievement was driven by Social and
Governance Dimensions, which carry the
highest weightage, securing the 97^th percentile.
In the Environmental Dimension, Company
attained a commendable 87^th percentile. This
accomplishment underscores our unwavering
commitment to Sustainability and validates our
dedication to responsible business practices and
reinforces our ongoing efforts to integrate ESG
principles across our business operations.

15. Employee Stock Option Scheme

Company has one Stock Option Plan viz., Strides
Employee Stock Option Plan 2016 (ESOP Plan).

A statement giving detailed information on stock
options granted to Employees under the ESOP Plan
as required under Section 62 of the Act, read with

Rule 12 of Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 is enclosed as Annexure-3 to this Report and is
also available at https://www.strides.com/investor-
financial.html

16. Particulars of Employees and Remuneration

The percentage increase in remuneration, ratio
of remuneration of directors and key managerial
personnel (KMP) (as required under the Act) to
the median of employees’ remuneration forms
part of this report and is appended herewith as
Annexure-4 to this report.

Further, as per the provisions of Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement
containing names of top ten employees in terms
of remuneration drawn and the particulars of
employees employed throughout the year and in
receipt of remuneration of '' 1.02 Crore or more per
annum and employees employed for part of the
year and in receipt of remuneration of '' 8.50 Lakh
or more per month is to be provided.

However, in terms of the second proviso to
Section 136(1) of the Act, Annual Report, excluding
the aforesaid information, is being sent to
Shareholders of the Company and others entitled
thereto.

The said information is available for inspection
at the registered office of the Company up to the
date of ensuing AGM. Any Shareholder interested
in obtaining a copy thereof, may write to the
Company Secretary in this regard.

17. Corporate Social Responsibility (CSR)

Strides’ CSR initiatives help address socio¬
economic challenges in the realms of Health and
Hygiene, Education, Employability and Disaster
Management.

A detailed report on the CSR activities undertaken
during FY25 is enclosed as Annexure-5 to this
Report.

Strides’ CSR Policy is available on Company’s
website and weblink to access the same is
provided in Page 156 of the Annual Report.

18. Particulars of Loans given, Investments
made, Guarantees given or Security
provided by the Company

Company has disclosed the full particulars of
loans given, investments made or guarantee given
or security provided during the year, as required
under Section 186 of the Act, Regulation 34(3) and
Schedule V of the SEBI Listing Regulations in Note
no. 40 to the standalone financial statements,
which forms part of this Annual Report.

19. Particulars of Contracts or Arrangements
with Related Parties

In accordance with the requirements of the Act
and the SEBI Listing Regulations, your Company
has framed a Policy on Related Party Transactions
(RPTs). During the year under review, the said
Policy was reviewed by the Audit Committee and
Board to align with the regulatory amendments.
The updated Policy is available on the Company’s
website and web link to access the same is
provided in Page 156 of the Annual Report.

The Company has a process in place to periodically
review and monitor RPTs. All RPTs entered into by
the Company during FY25 were in ordinary course
of business and at arm’s length basis.

There are no materially significant related party
transactions made by the Company which may
have potential conflict with the interests of the
Company.

Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form AOC-2 is enclosed as Annexure-6 to this
Report.

All transactions with related parties are also
disclosed in Note no. 45 to the Standalone
Financial Statements in the Annual Report.

20. Auditors and Audit Reports

20.1 Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration no. 101248W/ W-100022) were re¬
appointed as Statutory Auditors of the Company at
the AGM held on September 9, 2022 for the second
term of five (5) years i.e., from the conclusion of
the 31^st AGM till the conclusion of the 36^th AGM of
the Company to be held in the year 2027.

Statutory Auditors’ Report for the financial year
ended March 31, 2025, is enclosed along with the
financial statements in the Annual Report.

Statutory Auditors’ Report does not contain any
qualifications, observations or adverse remarks.

20.2 Internal Auditors

M/s. Grant Thornton Bharat LLP (formerly known
as Grant Thornton India LLP) (LLPIN: AAA-7677)
are the Internal Auditors of the Company.

During the year under review, Internal Auditors
were satisfied with the management response on
the observations and recommendations made by
them during the course of their audit.

20.3 Cost Auditors

Pursuant to Section 148(1) of the Act, Company is
required to maintain cost records and accordingly
such accounts and records are made and
maintained.

Further, the Board of Directors of the Company at
their meeting held on May 22, 2025, based on the
recommendation of Audit Committee, approved
the appointment of M/s. Rao, Murthy & Associates,
Cost Accountants (Firm Registration No.: 000065),
as the Cost Auditors of the Company for FY26 at
a remuneration not exceeding '' 4.50 Lakhs plus
taxes and out of pocket expenses.

A proposal for ratification of remuneration of
the Cost Auditors for FY26 is placed before the
Shareholders for approval in the ensuing AGM.

20.4 Secretarial Auditors

M/s. Gopalakrishnaraj H H & Associates, Company
Secretaries in Practice (Certificate of Practice No:
4152) is the Secretarial Auditor for the Company
for FY25.

Secretarial Audit for FY25, inter alia, included
audit of compliance with the Act and the Rules
made thereunder, SEBI Listing Regulations and
other applicable Regulations prescribed by SEBI,
amongst others.

Secretarial Audit Report for FY25 does not
contain any qualifications, observations or
adverse remarks. The said Report is enclosed as
Annexure-7 to this report.

Secretarial Audit for FY26

Shareholders to note that M/s. Gopalakrishnaraj
H H & Associates has been associated with the
Company for over 10 years.

Considering the long association, Board opted to
appoint a new firm for Secretarial Audit purpose.

Accordingly, Board at its meeting held on May
22, 2025 has recommended the appointment
of M/s. V Sreedharan and Associates, a Peer
Reviewed Practicing Company Secretaries firm,
based out of Bengaluru (having firm registration
no. P1985KR14800), as Secretarial Auditors of the
Company, for a period of five consecutive years
commencing from FY26 upto FY30, subject to
approval of the shareholders of the Company at
the ensuing AGM.

Detailed profile of M/s. V. Sreedharan & Associates
forms part of the AGM Notice. They have given
their consent to act as Secretarial Auditors of the
Company and have confirmed their eligibility for
the appointment.

21. Internal Financial Controls

Company has in place adequate framework for
Internal Financial Controls as required under
Section 134(5)(e) of the Act.

During the year under review, such controls were
tested and no material weaknesses in their design
or operations were observed.

22. Risk Management

Risk Management has always been an integral
aspect of our organisational activities and control
systems.

Company has in place Enterprise Risk Management
(ERM) Policy which outlines risk management
process and framework for identification and
management of risks. Our ERM framework is
dynamic and deeply integrated into our decision¬
making processes continuously evolving to align
with our strategic priorities and the shifting
global risk landscape. It addresses a wide range
of potential exposures, including financial,
operational, geopolitical, compliance and
Sustainability-ESG risks, ensuring that Company
remain agile and future-ready.

In line with the SEBI Listing Regulations, Company
has constituted Risk Management Committee
(renamed as Risk Management & Sustainability
Committee effective May 22, 2025) comprising
of members of Board and Senior Management
Personnel. The Committee is responsible for
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has
additional oversight in the area of financial risks
and controls.

Terms of reference of the Committee and
composition thereof including details of meetings
held during FY25 forms part of the Corporate
Governance Report (Pages 139 and 140) and
additional details relating to Risk Management is
provided in Page 72 of the Annual Report.

23. Other Disclosures

23.1 Nature of Business of the Company

During the year under review, there has been no
change in the nature of business of the Company.

23.2 Deposits

During the year under review, Company has
neither accepted nor renewed deposits from the
public falling within the ambit of Section 73 and
74 of the Act read with the relevant Rules framed
thereunder.

Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of
the Act or the details of deposits which are not
in compliance with Chapter V of the Act is not
applicable.

Requisite return for FY24 with respect to amount(s)
not considered as deposits has been filed. The
Company does not have any unclaimed deposits
as on the date of this report.

23.3 Vigil Mechanism/ Whistle Blower policy

Company has a robust vigil mechanism through
its Whistle Blower Policy approved and adopted by

the Board of Directors of the Company, which is
in conformity with the provisions of the Act and
SEBI Listing Regulations.

The said Policy provides appropriate avenues
to the directors, employees and stakeholders of
the Company to make protected disclosures in
relation to matters concerning the Company. The
Policy aims to:

• allow and encourage stakeholders to bring
to the management’s notice concerns about
unethical behaviour;

• ensure timely and consistent organisational
response;

• build and strengthen a culture of transparency
and trust; and

• provide protection against victimisation.

The said Policy also establishes adequate
mechanism to enable employees to report
instances of leak or suspected leak of unpublished
price sensitive information.

Audit Committee of the Company oversees
implementation of the Whistle Blower Policy.

Every director/ employee of the Company has
been provided access to the Audit Committee
Chairperson/ Whistle Officer through email or
correspondence address or by calling designated
toll-free number, should they desire to avail the
vigil mechanism. During the review period, none
of the personnel of the Company has been denied
access to the Audit Committee.

During the year, Company has not received any
protected disclosure.

Strides’ Whistle Blower Policy is available on the
Company’s website and web link to access the
same is provided in Page 156 of the Annual Report.

23.4 Policy on Directors Appointment and

Remuneration (Strides’ Nomination and

Remuneration Policy)

Company has formulated a Nomination and
Remuneration Policy for the Board of Directors
including Key Managerial Personnel (KMP) and
Senior Management Personnel (SMP) and other
employees of the Company.

The said Policy inter-alia covers criteria for
appointment and remuneration of Directors,
KMP and SMP including criteria for determining
qualifications, positive attributes, independence
of a director and other matters, as required under
Section 178 of the Act.

The Directors affirm that the remuneration paid
to Directors, KMP, Senior Management and other
employees is in accordance with the remuneration
policy of the Company.

Strides’ Nomination and Remuneration Policy is
available on Company’s website and weblink to
access the same is provided in Page 156 of the
Annual Report.

23.5 Disclosure on compliance with Secretarial
Standards

Company complies with all applicable mandatory
Secretarial Standards issued by the Institute of
Company Secretaries of India.

23.6 Reporting of Fraud

No frauds were reported by Auditors of the
Company as specified under Section 143 of the
Act for FY25.

23.7 Significant and material orders passed by
Regulators or Courts

There were no significant and material orders
passed by Regulators/ Courts that would impact
the going concern status of the Company and its
future operations.

23.8 Annual Return of the Company

Pursuant to Section 92 of the Act and Rules made
thereunder, Annual Return of the Company for
FY25 is available on the website of the Company
and can be accessed at https://www.strides.com/
cg-annual-return.html.

23.9 Conservation of Energy, R&D, Technology
Absorption and Foreign Exchange Earnings/
Outgo

Details of Energy Conversation, R&D, Technology
Absorption and Foreign Exchange Earnings/ Outgo
is enclosed as Annexure-8 to this Report.

23.10Policy on Prevention of Sexual Harassment at
workplace

The Company has zero tolerance for sexual
harassment at workplace and has adopted 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 (PoSH Act) and Rules framed
thereunder. Strides has adopted a gender-neutral
policy.

In terms of PoSH Act, Company has constituted
Internal Complaints Committee (ICC) to redress
complaints received on sexual harassment.
Adequate trainings and awareness programmes
against sexual harassment are conducted across
the organisation to sensitize employees to uphold
dignity of their colleagues and for prevention of
sexual harassment.

Disclosure relating to PoSH complaints during
the year is provided in Page 151 of the Corporate
Governance Report, which forms part of this
Annual Report.

23.11 Investor Education and Protection Fund

Details pertaining to unpaid and unclaimed
dividend transferred to IEPF is provided at Page
146 of Corporate Governance Report, which forms
part of this Annual Report.

23.12 General

• During the year, the Company has not made
any application under the Insolvency and
Bankruptcy Code, 2016 (IBC). Further, there
are no proceedings admitted against the
Company under IBC.

• During the year, there was no one-time
settlement done with the Banks or Financial
Institutions. Therefore, the requirement
to disclose details of difference between
valuation done at the time of taking the loan
from Banks or Financial Institution and at the
time of one-time settlement is not applicable.

24. Change in Registered Office

Effective February 1, 2025, Company has shifted
its Registered Office from “201, Devavrata, Sector
17, Vashi, Navi Mumbai - 400 703” to “Cyber One,
Unit No. 902, Plot No. 4 & 6, Sector 30A, Vashi, Navi
Mumbai - 400 703”.

25. Declaration by the Independent Directors of
the Company

In accordance with Section 149(7) of the Act
and Regulation 25(8) of SEBI Listing Regulations,
Independent Directors of the Company have
confirmed that they continue to meet the criteria
of independence as laid down in Section 149(6)
of the Act and Regulation 16(1)(b) of SEBI Listing
Regulations.

Independent Directors of the Company have
also confirmed that they have complied with the
Code for Independent Directors as prescribed in
Schedule IV of the Act.

In the opinion of the Board, Independent Directors
of the Company possess necessary expertise,
integrity and experience (including proficiency)
in their respective fields and fulfil the conditions
specified in the Act and SEBI Listing Regulations
and are independent of management.

Further, all Independent Directors have confirmed
that they have registered with the data bank of
Independent Directors maintained by Indian
Institute of Corporate Affairs in accordance with
the provisions of Section 150 of the Act.

26. Board Evaluation

Evaluation of all Directors, Committees,
Chairperson of the Board, and the Board as a
whole was conducted for the year.

Evaluation process has been explained in Page 133
of the Corporate Governance Report, which forms
part of this Annual Report.

27. Material changes and commitments

There were no material changes and commitments
affecting the financial position of the Company
which occurred between end of the Financial Year
to which this financial statement relates and the
date of this report.

28. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134
(3)(c) of the Act with respect to the Directors’
Responsibility Statement, Board of Directors of
your Company state that:

(a) in preparation of annual accounts, the
applicable accounting standards have been
followed along with proper explanation
relating to material departures, if any;

(b) 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 at the end of the financial year and
of the profit and loss of the Company for that
period;

(c) 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) directors have prepared the annual accounts
of the Company on a going concern basis;

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

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

29. Acknowledgement

Your directors take this opportunity to express
their sincere gratitude to all employees, customers
and suppliers who have contributed to Strides’
success over years. Their hard work, dedication
and support have been instrumental in achieving
our goals and driving our business forward.

We would also like to thank our shareholders
for their continued trust and investment in the
Company.

We are committed to build strong relationships
with all our stakeholders, and we value their
feedback and inputs as we strive to improve and
grow our business.

We look forward to your continued support in the
years ahead.

For and on behalf of the Board of Directors

Arun Kumar Badree Komandur

Non-Executive Director & Managing Director & Group CEO

Date: May 22, 2025 Chairperson of the Board DIN: 07803242

Place: Bengaluru DIN: 00084845

---

Mar 31, 2024

On behalf of the Board of Directors of the Company, it gives me pleasure in presenting the 33^rd Board’s Report, along with the Audited Financial Statements (Consolidated & Standalone) for the financial year ended March 31, 2024.

1. Financial performance

Company has prepared the Consolidated and Standalone Financial Statements for the financial year ended March 31, 2024 in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013 (Act).

Key highlights of Consolidated and Standalone Financial performance of the Company for the financial year ended March 31, 2024 is provided below:

Particulars	Consolidated			('' In Million) Standalone
	FY24	FY233	YoY	FY24	FY23	YoY
Revenues1	40,555	35,458	14.4%	21,550	18,584	16%
Gross Margins	24,150	20,246	19.3%	10,485	7,928	32%
Gross Margin %	59.5%	57.1%	245bps	49%	43%	600bps
EBITDA2	7,477	4,210	77.6%	2,570	1,024	151%
EBITDA%	18.4%	11.9%	656bps	12%	6%	642bps

¹Revenues referred in this section excludes interest income, income from investments and guarantee commission. ²EBITDA referred in this section excludes employee benefits expenses & other expenses.

³FY23 Consolidated figures in this section are excluding de-consolidated UCL, Kenya.

2. Company’s performance

FY24 was an exceptional year for Strides, marked by successful completion of its reset strategy initiated in FY22. With a sharper focus on Profitability, Efficiency and Growth (PEG) metrics, your Company achieved all its key objectives laid down in its reset strategy and bounced back to become a strong and resilient Company.

Company’s targets for FY24 were in terms of achieving YoY growth of ~15% for its continuing business (i.e., excluding UCL Kenya), EBITDA of '' 7,000 to '' 7,500 Million, reducing debt and targeting Net Debt/ EBITDA ratio of less than 3x, manufacturing network optimization and superior cash generation.

In line with these goals, Company achieved the following during the year:

• Consolidated revenues of the Company grew by ~ 14.4% YoY from '' 35,458 Million in FY23 to '' 40,555 Million in FY24, aided by growth in the US and Other Regulated Markets.

• Gross margins grew by 19.3% (245 basis points) from '' 20,246 Million in FY23 to '' 24,150 Million

in FY24 on account of improved quality of business and superior portfolio mix. Gross margins consistently improved during the year and returned to a historic high of 60.7% in Q4FY24.

• EBITDA grew by 77.6% (656 basis points) from '' 4,210 Million in FY23 to '' 7,477 Million in FY24. Stable operating costs led by cost control measures and manufacturing efficiencies enabled superior EBITDA margin expansion during the year. EBITDA margins improved from 16.1% in Q4FY23 to 19.3% in Q4FY24.

• Net Debt/ EBITDA ratio was reported at 2.72x as at March 31, 2024. Company reduced its Net Debt by '' 3,131 Million in FY24 i.e., from '' 23,481 Million in FY23 to '' 20,350 Million in FY24.

• Strong operating cash flow generation through efficient working capital cycle and timely corporate actions enabled the Company to reduce its debt during the year.

• Network optimization activity is completed across all our manufacturing infrastructure

and further augmented by divestment of Singapore manufacturing facility. This has led to reduction in net debt, reduced operating costs, lease costs and interest costs.

• Further, Return on Capital Employed (ROCE) for FY24 stood at 12.83% as compared to ROCE of 4.48% in FY23 mainly led by operating leverage, improved profitability and debt reduction.

Market Wise Performance

Regulated Markets

US Market achieved the higher end of FY24 revenue outlook of USD 250 Million, with six new product launches and sustained market share across the product portfolio. Revenue from US Business for FY24 stood at '' 20,632 Million (USD 250 Million), as against '' 18,447 Million (USD 232 Million), growth by 11.8% over FY23.

Of 66 commercialized products, Strides was ranked amongst the top three players in 34 products, thereby enjoying a market leading position for several years. Industry leading customer service levels amongst generic pharma players is leading to near-zero-Failure to Supply penalties for Strides.

From a US Business Outlook perspective, focus shall continue to remain on fast-tracking launches from the approved basket of ANDAs (260 ANDAs with 245 approvals) which comprises of acute and chronic products, including domains of controlled substances, hormones and nasal sprays. Calibrated portfolio expansion with the launch of additional 60 products over the next three years to achieve the stated objective of USD 400 Million revenue and investment in new segments as part of its long-term strategy to grow beyond USD 400 Million shall be the focus area for this region.

Other Regulated Markets (ORM) (comprising all Regulated Markets excluding US Business) delivered a YoY growth by 19.9%.

FY24 Revenues from ORM stood at '' 12,750 Million (USD 154 Million) as against '' 10,632 Million (USD 134 Million) in FY23.

Robust demand for key products coupled with new long term supply contracts has significantly propelled growth within the EU market. Strong customer advocacy and dependable supply enabled us to expand our customer base in this market.

From an ORM Business Outlook perspective, expansion of the product portfolio and new customer acquisitions, converting existing strong funnel of new opportunities and continued momentum in filings and approvals shall drive fast track growth in this region.

Growth Markets comprises of Africa operations and new geographies of LATAM, MENA, CIS, and APAC.

Revenue from the Growth Markets for FY24 stood at '' 4,186 Million (USD 51 Million) as against '' 3,256 Million (USD 41 Million) for FY23, reporting a YoY growth of 28.6%.

From Growth market Outlook perspective, focus on portfolio maximization strategies and astute channel partner expansion shall drive the future growth and new filings to aid Growth Market to grow better than Company average.

Access Markets (Institutional Business) revenues continues to be lumpy as all the business is tender driven. Revenue for FY24 stood at '' 2,987 Million (USD 36 Million) as against '' 3,123 Million (USD 40 Million) in FY23, recording a YoY de-growth by ~4.3%.

Continued focus on Cost Initiative Programs with vendors to reduce COGS and enhancing the competitiveness shall drive growth for the Access Markets. From a Business Outlook perspective, Global funds allocation for this market was muted in FY24. However, the Group received a higher allocation in FY25 on the back of superior DIFOT (Delivery in Full on Time).

Outlook for FY25

As the Company paves its way into FY25, it is positively aligned with its financial goals to deliver a robust growth. In the near term, your Company will continue to focus on operating cash flows while investing in growth to ensure that the efforts of our reset are balanced by an improved revenue CAGR, in the coming years.

In FY25, Company targets to grow its continuing business at 12-15% with significant growth coming in H2FY25 based on targeted product launches globally. Company is confident of increasing its EBITDA from its current levels and intend to achieve Net Debt/ EBITDA ratio of less than 2x by end of FY25. Company is also committed to grow its US business and achieve revenues of USD 400 Million in next three years.

3. Dividend for FY24

Board of Directors of the Company are pleased to recommend for approval of the Members, a Dividend of '' 2.50/- per equity share (i.e., 25%) of face value of '' 10/- each for the financial year ended March 31, 2024.

Dividend is subject to approval of Shareholders of the Company at the ensuing Annual General Meeting and deduction of income tax at source. Dividend if approved by the Shareholders, would be paid within 30 days from the date of AGM

to those Shareholders whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM.

Dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company, which is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

The said Policy is available on the Company’s website and web link to access the same is provided in Page 132 of the Annual Report.

4. Transfer to Reserves

Movement in Reserves and Surplus during the financial year ended March 31, 2024, is provided in the Statement of Changes in Equity included in the Consolidated and Standalone Financial Statements (Refer Note no. 20 and 19, respectively).

5. Update on Corporate Actions

During the year under review, your Company has initiated/ undertaken the following key corporate actions:

5.1 Scheme of Arrangements

5.1.1 Amalgamation of Strides Alathur Private Limited (formerly known as Vivimed Life Sciences Private Limited) into the Company On August 2, 2023, Board of Directors of the Company approved an updated Scheme of Amalgamation for merger of its wholly owned subsidiary, Strides Alathur Private Limited (formerly known as Vivimed Life Sciences Private Limited) (Strides Alathur) into the Company pursuant to the provisions of Section 230 to 232 of the Act.

Appointed Date for the said Scheme is April 1, 2023, or such other date as the Hon’ble National Company Law Tribunal (NCLT) or such other competent authority may direct in relation to the said amalgamation.

In October 2023, NCLT provided dispensation from holding meetings of equity shareholders, secured creditors and unsecured creditors of the Company and Strides Alathur. However, NCLT directed to serve notice of Scheme upon creditors of Strides Alathur and to the concerned regulatory authorities of both the companies, amongst others.

Post completion of the above, Company and Strides Alathur has filed a Petition with NCLT seeking approval for the Scheme. As at the date of this report, the Scheme is awaiting final approval from the NCLT.

The said amalgamation shall improve synergies and optimize administrative and other operational costs.

Upon Scheme becoming effective, all shares held by the Company in Strides Alathur shall stand cancelled.

Subject to receipt of requisite regulatory approvals, Company expects the said amalgamation to be completed during FY25.

5.1.2 OneSource - Creation of India’s first specialty pharma pure play CDMO

On September 25, 2023, Board of Directors of the Company approved a Scheme of Arrangement amongst Strides Pharma Science Limited, Steriscience Specialties Private Limited (Steriscience) and Stelis Biopharma Limited (now known as OneSource Speciality Pharma Limited) (OneSource) pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Act and Rules framed thereunder, with an Appointed Date as April 1, 2024.

Pursuant to the proposed Scheme, participating entities are combining the Contract Development and Manufacturing (CDMO) business of Soft Gelatin Capsules of Strides, CDMO business of complex and specialty injectables of Steriscience and CDMO business of biologics products of OneSource (all the three CDMO business collectively called as ‘Identified CDMO Business’) into a consolidated CDMO platform (‘OneSource’) to be listed on BSE Limited (BSE) and The National Stock Exchange of lndia Limited (NSE), thereby unlocking value of the CDMO business.

Combining the three individually run business under one platform would lead to unlocking value for shareholders of the entities who are party to the Scheme (including public shareholders of Strides).

The proposed demerger shall facilitate in creation of two distinct listed operating entities (Strides housing retained business and OneSource housing combined CDMO business) which will ensure focussed leadership to drive growth in both entities.

The Scheme is expected to increase long-term value for shareholders of all the Companies and other stakeholders by unlocking intrinsic value of the Identified CDMO Business of the Company and Steriscience, on listing of shares of OneSource.

This combination shall enable OneSource to become a multispecialty CDMO with

capabilities in biologics, oral soft gelatin, complex injectables, sterile injectables, including other complex drug delivery systems. While this will be strategically valuable, it will also be the first platform of its kind in India, spanning capabilities and services that only few global companies offer.

Share Entitlement Ratio (SER) for the Scheme is as under:

SER for the Scheme, based on the Valuation Report issued by M/s. PwC Business Consulting Services LLP and as confirmed by M/s. Jefferies India Private Limited in their Fairness Opinion is as under:

1) For shareholders of Strides: One equity share of OneSource for every Two equity shares of Strides;

2) For shareholders of Steriscience: 1,515 equity shares of OneSource for every One equity share of Steriscience.

Company has received No Objection for the proposed Scheme on May 21, 2024 from the Stock Exchanges viz., BSE and NSE.

Company is in the process of making an application with jurisdictional Hon’ble National Company Law Tribunal for seeking approval for the same.

The Scheme remains subject to receipt of applicable statutory and regulatory approvals including approval of respective shareholders and creditors. We will keep the stakeholders updated on the progress of the Scheme approval.

5.2 Acquisitions

5.2.1 Acquisition of additional stake in Neviton Softech Private Limited (Neviton) by Arco Lab Private Limited (Arco Lab), a whollyowned Subsidiary of the Company Arco Lab was established in December 2018 as a wholly owned subsidiary of the Company. Arco Lab is an innovative Global Life Sciences Capability Centre designed to provide diverse capabilities across life sciences consulting, technology, and business services with subject matter experts across multiple domains.

Since its establishment in December 2018, the organization has transformed from a backend cost-centre to a global value creation hub making remarkable advances in the life

sciences sector. Beyond traditional captive centres, such as finance, legal, HR, and IT, the organization has expanded into specialized functions like global pharmacovigilance, clinical operations, intellectual property, and quality assurance.

Arco Lab acquired 25% stake in Neviton during August 2022.

Neviton is into the business of providing IoT (Internet of Things) and engineering solutions to a wide range of businesses and has expertise in building machine interfaces through IoT devices and live feeding data into real-time applications.

With the investments, Neviton and Arco Lab synergized their strengths, which enabled Arco Lab to offer better IT services ensuring higher scale, scope and enable better internal group wise digitization process.

In January 2024, Arco Lab acquired additional 25% stake in Neviton, thereby consolidating its stake to 50%. Effective January 5, 2024, Neviton is classified as a Subsidiary of Arco Lab (and consequently of Strides Pharma Science Limited)

5.22 Consolidation of Group’s South African business under Trinity Pharma Proprietary Limited, South Africa, a step-down subsidiary of the Company

Strides’ operates in South Africa through its subsidiaries viz., Trinity Pharma Proprietary Ltd., (Trinity) and Strides Pharma (SA) Pty Ltd, South Africa (Strides South Africa).

As part of business consolidation and to achieve operational synergies, Strides proposed to consolidate the Group’s South African business under Trinity.

Accordingly, on March 30, 2024, Trinity acquired 100% stake in Strides South Africa from its erstwhile shareholders (i.e., 60% stake from Strides Pharma (Cyprus) Limited and 40% stake from the other shareholder) for an aggregate consideration of ZAR 21.73 Million.

The said consideration shall be settled in cash by Trinity on or before third anniversary from March 30, 2024. Trinity shall have option to prepay the consideration in case of any corporate transaction or out of its internal accruals.

5.3 Divestments/ Hive offs

5.3.1 Sale of manufacturing facility in Singapore

In December 2023, Strides Pharma Global Pte. Limited, Singapore (SPG), a step-down wholly owned subsidiary of the Company, completed divestment of its Singapore manufacturing facility including licenses, equipment, vendor contracts, etc., to Rxilient Biohub Pte. Ltd. (now known as PharmaGend Global Medical Services Pte. Ltd.), for a total cash consideration of USD 15 Million. SPG has received USD 12 Million as part of closing and the remaining consideration of USD 3 Million will be received in Q2 FY25.

The said manufacturing site was mothballed as part of manufacturing network optimization and cost reduction programs announced as part of reset strategy. Efforts were focused in integrating the manufacturing for US markets and the products that were supplied for US government procurement have been transferred to the Chestnut Ridge, US manufacturing site.

The said transaction was EPS accretive immediately with reduction of ~USD 9 Million (~? 750 Million) in annual costs with no impact on revenues. Proceeds from the transaction has been utilized for debt reduction.

5.3.2 Divestment of Entities as part of entity optimization exercise

During the year, following entities were divested as part of the entity optimization exercise:

a) Strides Pharma International AG (formerly known as Fairmed Healthcare AG), Switzerland, a step-down subsidiary of the Company, has divested its 100% stake in Eris Pharma GmbH, Germany to a third party. The said transaction achieved closure effective January 30, 2024.

b) SPG Singapore divested its entire stake (80%) in Strides Pharma Latina SA De CV, Mexico (Strides Mexico) effective March 31, 2024 to the local partner who was holding the balance stake.

5.4 Conversion of Equity Warrants

Pursuant to approval accorded by Shareholders of the Company at the Extraordinary General Meeting held on April 7, 2022, Company had allotted 2 Million Equity Warrants on April 26, 2022, on a preferential basis to M/s. Karuna Business Solutions LLP (Karuna), a Promoter Group Company, at a price of '' 442/- per Equity Warrant.

The said allotment was in compliance with the provisions of the Act, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable regulations.

Conversion of Warrants

During September 2022, Karuna had converted 452,490 Warrants into Equity Shares.

Further, during October 2023, Karuna converted the balance 1,547,510 Warrants into Equity Shares.

As at March 31, 2024, there are no outstanding Warrants.

Utilisation of Funds

Company has raised an aggregate amount of '' 884 Million from issuance and conversion of Warrants (including ~'' 513 Million received during FY24). The Company has fully utilised the amount towards capital resources and operations.

In terms of Regulation 32 of SEBI Listing Regulations, there was no deviation or variation in the use of proceeds raised through issue of Equity Warrants on a preferential basis, from the object as stated in the explanatory statement to the Notice of Extraordinary General Meeting held on April 7, 2022.

6. Composition of the Board

Company is in compliance with the provisions of the Act and the SEBI Listing Regulations with regard to composition of the Board.

As at March 31, 2024, Strides’ Board comprised of Seven Directors viz., Two Executive Directors and Five Independent Directors, details of which are provided below:

#	Name	Designation	Remarks
Executive Directors
1	Arun Kumar	Executive Chairperson,	Re-designated as Executive Chairperson
		Managing Director and Promoter effective June 1, 2024.
		Director
2	Badree Komandur	Executive Director - Finance &	Appointed as Managing Director & Group CEO
		Group CFO	effective June 1, 2024 for a period of three years, subject to Shareholders’ approval.
Independent Directors
3	S Sridhar	Independent Director &	Will be completing his second & final term as
		Chairperson of Audit Committee Independent Director on July 30, 2024.
4	Bharat Dhirajlal	Independent Director &	Will be completing his second & final term as
	Shah	Chairperson of Nomination & Remuneration Committee and	Independent Director on June 14, 2024.
		Stakeholders’ Relationship Committee
5	Homi Rustam	Independent Director &
	Khusrokhan	Chairperson of Risk Management Committee
6	Dr. Kausalya	Independent Director &
	Santhanam	Chairperson of CSR Committee
7	Ameet Hariani	Independent Director	Appointed as Independent Director effective February 1, 2024

Further, Board of Directors of the Company in their meeting held on May 22, 2024 appointed, the following directors, subject to Shareholders’ approval:

1) Mr. Subir Chakraborty as the Independent Director effective June 1, 2024 for a period of five years; &

2) Mr. Aditya Arun Kumar as Executive Director - Business Development effective June 1, 2024 for a period of three years.

KMP of the Company during the year and as at the date of this report:

1) Mr. Arun Kumar (Whole-time Director)

2) Mr. Badree Komandur (Whole-time Director)

3) Ms. Manjula Ramamurthy (Company Secretary)

Details pertaining to changes in Board of Directors of the Company during the year and to the date of this report and details of Director retiring by rotation at the ensuing AGM and being eligible offered for re-appointment is provided in the Corporate Governance Report (Page 108 & 109), which forms part of this Annual Report.

6.1 Board Committees

Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee.

Board has constituted the following Statutory Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders’ Relationship Committee

4) Corporate Social Responsibility Committee &

5) Risk Management Committee

Board has also constituted a non-statutory committee titled “Management Committee (MC)”. This Committee primarily considers matters that may be delegated by the Board of Directors under Section 179 of the Act and other delegable matters for administrative convenience.

The Committee comprises of two Independent Directors and an Executive Director. Chairperson

of the Committee shall be appointed on a rotation basis amongst the Independent Directors.

The Committee meets at such intervals based on needs of the Company.

Number of meetings of the Board and Board Committees during FY24

Details of meetings of Board and Board Committees held during FY24 along with information relating to attendance of each director/ committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.

7. Share Capital

Authorised Share Capital of the Company as at March 31, 2024 is '' 1,883,700,000/- divided into 188,370,000 equity shares of '' 10 each.

Issued, Subscribed and Paid-up Share Capital of the Company is as under:

Particulars	Number of Shares	Amount (?)
April 1, 2023	90,302,704 equity shares of face value '' 10/- each	903,027,040/-
Additions during the year	49,500 equity shares of face value '' 10/- each issued pursuant to exercise of ESOPs during the year; and	15,970,100/-
	1,547,510 equity shares of face value '' 10/- each issued pursuant to conversion of warrants.
March 31, 2024	91,899,714 equity shares of face value of '' 10/- each	918,997,140/-

8. Subsidiary, Joint Ventures and Associate Companies

Details of Subsidiaries, Joint Venture and Associate entities as at March 31, 2024 are provided herein below:

Nature of Relationship	India	Overseas	Total
Subsidiaries	4	30	34
Joint Ventures	-	1	1
Associates	2	6	8
Total	6	37	43

List of Subsidiaries, which have become or ceased to be part of the Group during the year is enclosed as Annexure-1 to this Report.

9. Accounts of Subsidiaries

In accordance with Section 129 (3) of the Act, the Company has prepared a consolidated financial statement.

A statement containing salient features of the financial statements of the Company’s subsidiaries, joint ventures and associate companies as required in Form AOC 1 is enclosed as Annexure-2 to this Report.

10. Corporate Governance Report

As per SEBI Listing Regulations, Corporate Governance Report along with Statutory Auditor’s Certificate thereon for FY24 forms part of this Annual Report.

11. Management Discussion and Analysis Report

As per SEBI Listing Regulations, Management Discussion and Analysis Report for FY24 forms part of this Annual Report.

12. Business Responsibility and Sustainability Report

As per SEBI Listing Regulations, Business Responsibility and Sustainability Report of the Company for FY24 forms part of this Annual Report.

13. Employee Stock Option Scheme

Company has one Stock Option Plan viz., Strides Employee Stock Option Plan 2016 (ESOP Plan).

A statement giving detailed information on stock options granted to Employees under the ESOP Plan as required under Section 62 of the Act, read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is enclosed as Annexure-3 to this Report and is also available at https://www. strides.com/investor-financial.html

14. Particulars of Employees and Remuneration

The percentage increase in remuneration, ratio of remuneration of directors and key managerial personnel (KMP) (as required under the Act) to the median of employees’ remuneration forms part of this report and is appended herewith as Annexure-4 to this report.

Further, as per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees employed throughout the year and in receipt of remuneration of '' 1.02 Crore or more per annum and employees employed for part of the year and in receipt of remuneration of '' 8.50 Lakh or more per month is to be provided.

However, in terms of the first proviso to Section 136(1) of the Act, Annual Report, excluding the aforesaid information, is being sent to Shareholders of the Company and others entitled thereto.

The said information is available for inspection at the registered office of the Company up to the date of ensuing AGM. Any Shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

15. Corporate Social Responsibility (CSR)

Strides’ CSR initiatives help address socioeconomic challenges in the realms of Health and Hygiene, Education, Employability and Disaster Management.

A detailed report on the CSR activities undertaken during FY24 is enclosed as Annexure-5 to this Report.

Strides’ CSR Policy is available on Company’s website and web link to access the same is provided in Page 132 of the Annual Report.

16. Particulars of Loans given, Investments made, Guarantees given or Security provided by the Company

Company has disclosed the full particulars of loans given, investments made or guarantee given or security provided during the year, as required under Section 186 of the Act in Note no. 38 to the standalone financial statements, which forms part of this Annual Report.

17. Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during FY24 with related parties were in ordinary course of business and at arm’s length basis.

There are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with

Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-6 to this Report.

All transactions with related parties are disclosed in Note no. 43 to the Standalone Financial Statements in the Annual Report.

Strides’ Policy for Governance of Related Party Transactions is available on the Company’s website and web link to access the same is provided in Page 132 of the Annual Report.

18. Auditors and Audit Reports

18.1 Secretarial Auditors

M/s. Gopalakrishnaraj H H & Associates, Company Secretaries in Practice (Certificate of Practice No: 4152) is the Secretarial Auditor for the Company.

Secretarial Audit for FY24, inter alia, included audit of compliance with the Act and the Rules made thereunder, SEBI Listing Regulations and other applicable Regulations prescribed by SEBI, amongst others.

Secretarial Audit Report does not contain any qualifications, observations, reservations or adverse remarks.

The said Report is enclosed as Annexure-7 to this report.

18.2 Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022) were reappointed as Statutory Auditors of the Company at the AGM held on September 9, 2022 for the second term of five (5) years i.e., from the conclusion of the 31^st AGM till the conclusion of the 36^th AGM of the Company to be held in the year 2027.

Statutory Auditors’ Report for the financial year ended March 31, 2024, is enclosed along with the financial statements in the Annual Report.

Statutory Auditors’ Report does not contain any qualifications, observations, reservations or adverse remarks.

18.3 Internal Auditors

M/s. Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) (LLPIN: AAA-7677) are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

18.4 Cost Auditors

Pursuant to Section 148(1) of the Act, Company is required to maintain cost records and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(3) of the Act and the Companies (Cost Records and Audit) Rules, 2014, M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No.: 000065), has been appointed as Cost Auditors of the Company for FY24 and FY25.

A proposal relating to remuneration of Cost Auditors for FY24 and FY25 is placed before the Shareholders for approval in the ensuing AGM.

19. Internal Financial Controls

Company has in place adequate framework for Internal Financial Controls as required under Section 134(5)(e) of the Act.

During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

20. Risk Management

Risk Management has always been an integral aspect of our organisational activities and control systems. Strides’ Risk management process covers all functions and operating locations globally at the enterprise level.

Company has in place Enterprise Risk Management Policy which outlines risk management process and framework for identification and management of risks.

In line with the SEBI Listing Regulations, Company has constituted Risk Management Committee (RMC) comprising of members of Board and Senior Management Personnel.

Terms of reference of the Committee and composition thereof including details of meetings held during FY24 forms part of the Corporate Governance Report (Page 113 & 116) and additional details relating to Risk Management is provided in Page 56-59 of the Annual Report.

21. Other Disclosures

a) Nature of Business of the Company

During the year under review, there has been no change in the nature of business of the Company.

b) Deposits

During the year under review, Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and Rules framed thereunder. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

c) Vigil Mechanism/ Whistle Blower policy

Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company, which is in conformity with the provisions of the Act and SEBI Listing Regulations.

The said Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company.

The Policy aims to:

• allow and encourage stakeholders to bring to the management’s notice concerns about unethical behaviour;

• ensure timely and consistent organisational response;

• build and strengthen a culture of transparency and trust; and

• provide protection against victimisation.

The said Policy also establishes adequate mechanism to enable employees to report instances of leak or suspected leak of unpublished price sensitive information.

Audit Committee of the Company oversees implementation of the Whistle Blower Policy.

Every director/ employee of the Company has been provided access to the Audit Committee Chairperson/ Whistle Officer through email or correspondence address or by calling designated toll-free number, should they desire to avail the vigil mechanism. During the review period, none of the personnel of the Company has been denied access to the Audit Committee.

During the year, Company has not received any protected disclosure.

Strides’ Whistle Blower Policy is available on the Company’s website and web link to access the same is provided in Page 132 of the Annual Report.

d) Policy on Directors Appointment and Remuneration (Strides’ Nomination and Remuneration Policy)

Company has formulated a Nomination and Remuneration Policy for the Board of Directors including Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and other employees of the Company.

The said Policy inter-alia covers criteria for appointment and remuneration of Directors, KMP and SMP including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Act.

Strides’ Nomination and Remuneration Policy is available on Company’s website and web link to access the same is provided in Page 132 of the Annual Report.

e) Disclosure on compliance with Secretarial Standards

Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

f) Reporting of Fraud

No frauds were reported by Auditors of the Company as specified under Section 143 of the Act for FY24.

g) Significant and material orders passed by Regulators or Courts

There were no significant and material orders passed by Regulators/ Courts that would impact the going concern status of the Company and its future operations.

h) Annual Return of the Company

Pursuant to Section 92 of the Act and Rules made thereunder, Annual Returns filed by the Company has been uploaded on the website of the Company and can be accessed at https:// www.strides.com/cg-annual-return.html

i) Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo

Details of Energy Conservation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo is enclosed as Annexure-8 to this Report.

j) Policy on Prevention of Sexual Harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted 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 (PoSH Act) and Rules framed thereunder. Strides has adopted a gender-neutral policy.

In terms of PoSH Act, Company has constituted Internal Complaints Committee (ICC) to redress complaints received on sexual harassment. Adequate trainings and awareness programmes against sexual harassment are conducted across the organisation to sensitize employees to uphold dignity of their colleagues and prevention of sexual harassment.

Disclosure relating to PoSH complaints during the year is provided in Page 128 of the Corporate Governance Report, which forms part of this Annual Report.

k) General

1) During the year, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (IBC).

Further, there are no proceedings admitted against the Company under IBC.

2) During the year, there was no one-time settlement done with the Banks or Financial Institutions.

Therefore, the requirement to disclose details of difference between amount of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

22. Declaration by Independent Directors

In accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, Independent Directors of the Company have confirmed that they continue to meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity and experience in their respective fields and fulfil the conditions specified in the SEBI Listing Regulations and are independent of management.

Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

23. Board Evaluation

Evaluation of all Directors, Committees, Chairperson of the Board, and the Board as a whole was conducted for the year.

Evaluation process has been explained in Page 110 of the Corporate Governance Report, which is part of this Annual Report.

24. Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company which occurred between end of the Financial Year to which this financial statement relates and the date of this report.

25. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c) of the Act with respect to the Directors’ Responsibility Statement, Board of Directors of your Company state that:

(a) in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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) directors have prepared the annual accounts of the Company on a going concern basis;

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

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

26. Acknowledgement

Your directors take this opportunity to express their sincere gratitude to all employees, customers and suppliers who have contributed to Strides’ success over years. Their hard work, dedication and support have been instrumental in achieving our goals and driving our business forward.

We would also like to thank our shareholders for their continued trust and investment in the Company.

We are committed to build strong relationships with all our stakeholders, and we value their feedback and inputs as we strive to improve and grow our business.

We look forward to your continued support in the years ahead.

For and on behalf of the Board of Directors

Arun Kumar

Executive Chairperson & Managing Director

DIN: 00084845

Date: May 22, 2024 Place: Ooty

---

Mar 31, 2023

On behalf of the Board of Directors of the Company, it gives me pleasure in presenting the 32^nd Board’s Report, along with the Audited Financial Statements (Consolidated & Standalone) for the financial year ended March 31, 2023.

1) Financial performance

Company has prepared the consolidated and standalone financial statements for the financial year ended March 31, 2023 in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013 (Act).

Key highlights of financial performance of the Company for the financial year ended March 31, 2023 is provided below:

							(Figures in	Million)
		Consolidated Basis				Standalone Basis
Particulars	FY 2022-23		FY 2021-22		FY 2022-23		FY 2021-22
	INR	USD*	INR	USD**	INR	USD*	INR	USD**
1.1 Financial Continuing Operations
Income	37,787.15	459.75	32,022.38	421.74	19,385.62	235.86	21,024.88	276.90
Operating Profit (EBITDA)	5,205.09	63.33	1,118.82	14.73	1,825.43	22.21	2,001.15	26.36
Net Profit (PAT)	(2,308.99)	(28.09)	(4,742.50)	(62.46)	46.82	0.57	1,801.88	23.73
Other Equity	21,219.55	258.18	22,694.38	298.89	33,647.48	409.39	33,168.93	436.84
Non-Controlling Interest	(393.75)	(4.79)	240.88	3.17
1.2 Profits
Operating Profit (EBITDA)	5,205.09	63.33	1,118.82	14.73	1,825.43	22.21	2,001.15	26.36
Less:
Finance Cost	2,611.42	31.77	1,767.44	23.28	1,386.82	16.87	742.41	9.78
Depreciation & Amortisation	2,432.52	29.60	2,330.14	30.69	936.21	11.39	1,043.66	13.75
Exceptional Items (Gain)/ Loss	(170.32)	(2.07)	2,438.25	32.11	150.00	1.83	-	-
Profit Before Tax	(9.17)	(0.11) (5,417.01)		(71.34)	(647.60)	(7.88)	215.08	2.83
Share of Profit/ (Loss) of Joint Ventures and Associates	(2,852.83)	(34.71)	(1,108.12)	(14.59)
Profit Before Tax	(2,862.00)	(34.82) (6,525.13)		(85.94)	(647.60)	(7.88)	215.08	2.83
Less: Tax Expenses /(Benefit)	(553.01)	(6.73) (1,782.63)		(23.48)	(694.42)	(8.45)	(1,586.80)	(20.90)
Profit After Tax	(2,308.99)	(28.09) (4,742.50)		(62.46)	46.82	0.57	1,801.88	23.73
Profit/ (Loss) from Discontinued operations	185.69	2.26	-	-	-	-	-	-
Total Profit	(2,123.30)	(25.83) (4,742.50)		(62.46)	46.82	0.57	1,801.88	23.73
Other Comprehensive Income
Items that will not be reclassified to profit/ (loss) (Net of Tax)	(568.05)	(6.91)	(67.68)	(0.89)	51.95	0.63	(1.63)	(0.02)
Items that may be reclassified to profit/ (loss) (Net of Tax)	647.21	7.87	557.67	7.34	(15.80)	(0.19)	(38.58)	(0.51)
Total Other Comprehensive Income (Net of Tax)	79.16	0.96	489.99	6.45	36.15	0.44	(40.21)	(0.53)
Total Comprehensive Income	(2,044.14)	(24.87) (4,252.51)		(56.01)	82.97	1.01	1,761.67	23.20

Notes:

* 1 USD = 182.19 (Exchange Rate as on March 31, 2023) ** 1 USD = 175.93 (Exchange Rate as on March 31, 2022)

¹ Consolidated revenue referred in this section excludes interest income and income from current investments.

² Gross margin referred in this section excludes cost of materials consumed, purchases of stock-in-trade & changes in inventories of finished goods, work-in-progress and stock-in-trade.

³ EBITDA referred in this section excludes employee benefits expense & other expenses.

2) Company’s performance

During FY 2022-23, your Company delivered a strong performance with sharper focus on growth, profitability and governance.

Consolidated revenue¹ of the Company grew by ~20% from 130,946 Million in FY 2021-22 to 137,042 Million in FY 2022-23, aided by significantly improved performance in the Regulated Markets.

Gross margins² grew by 463 basis points, from 51.50% in FY 2021-22 to 56.10% in FY 2022-23, an absolute increase of 14,850 Million i.e., from 115,923 Million in FY 2021-22 to 120,773 Million in FY 2022-23. Gross margins in Q4 FY 2022-23 stood at 59.50%, inched very close to the Company’s historical peaks.

Steps taken to improve product-level costs, alternative vendor development for APIs and packaging material, improved efficiency in the production processes and yield loss minimisation has contributed to increased gross margins.

Further, reduction in operating expenses at manufacturing sites, cost of shipping, and overheads also contributed to the rise in EBITDA for FY 2022-23.

Market Wise Performance

Regulated Markets

The Regulated Markets vertical comprising businesses in the US and Other Regulated Markets (ORM), including the UK, the EU, Canada, Australia, and South Africa witnessed a growth of ~36% during the year. The Regulated Markets business contributed 130,950 Million (~84%) to the consolidated revenues of FY 2022-23.

The US market led by new product introductions and solid base performance, generated its highest-ever revenue of 118,447 Million (USD 232 Million) in FY 2022-23, ~58% growth y-o-y as against 111,650 Million (USD 157 Million) reported in FY 2021-22.

Base business witnessed continued growth, as leading products-maintained market share without experiencing significant pricing pressure. Further, the portfolio acquired from Endo Inc. and manufactured at Chestnut Ridge facility also contributed to the annual sales for FY 2022-23.

EBITDA³ for FY 2022-23 stood at 14,460 Million, an increase of 14,418 Million over FY 2021-22 EBITDA. Overall EBITDA margin has improved in FY 2022-23 by 1,190 basis points to 12%.

On the debt position, Company reduced its total gross debt by 12,528 Million from 124,617 Million in FY 2021-22 to 122,089 Million in FY 2022-23, by utilisation of Arrotex proceeds and cash from operations. This reduction was despite increased sales and gross margins of 16,096 Million and 14,850 Million, respectively, significantly improving the net debt to EBITDA ratio. From 8.3x in Q1 FY 2022-23, Net Debt to Q4 FY 2022-23 Annual EBITDA was at 3.4x, nearing the targeted net debt to EBITDA of under 3x.

On compliance front, USFDA reclassified the Puducherry facility after lifting the warning letter issued to the site in June 2019.

Company received Establishment Inspection Reports (EIR) from USFDA confirming successful conclusion of inspections at four of our five USFDA approved manufacturing sites, i.e., Bengaluru, Puducherry, Singapore and Chestnut Ridge (US).

Company’s reset strategy of concentrating on narrow niche products with limited Indian competition has been reinforced during the year. Consequently, of the ~60 commercialised products, Strides was ranked first in 19 products and second or third in 15 products. These products contributed to more than 75% of the total US revenues.

With the base business tracking to plan and product launches on course, Group has achieved pre-covid levels of revenue and profitability and remains optimistic about its growth in the US.

Focus shall remain on fast-tracking launches from the approved basket of ANDAs (280 ANDAs with 260 approvals), which comprises of acute and chronic products, including domains of controlled substances, hormones and nasal sprays.

Other Regulated Markets (ORM) performed well throughout the year and reported highest revenues of 112,503 Million (USD 157 Million) in

FY 2022-23, a ~12% growth y-o-y as against 111,180 Million (USD 150 Million) reported in FY 2021-22.

Front-End Markets in the United Kingdom and Nordics performed as anticipated, and the B2B markets grew further due to renewed focus on partnered business from the beginning of the year. Growth in this market was primarily driven by presence in key markets and IP led B2B partnerships in Europe, Australia and other regions where actions for expansion were already initiated.

Revenues from synergICE (Company’s B2B platform for partnership led growth) and the geographic expansion in Latin America, Middle East, North Africa and Asia Pacific initiated at the beginning of FY 2022-23 contributed substantially to revenue growth of the Company.

This business continues to have strong order book visibility with growth trajectory continuing for ORM; and focus on R&D shall bolster the product portfolio for additional growth impetus.

Emerging Markets

Emerging Markets business includes African operations (except South Africa) and Institutional Business (i.e., Access Markets). This business contributed 16,092 Million (~16%) to the consolidated revenues of FY 2022-23.

Branded Africa business maintained its growth trajectory and the performance was bolstered by new product launches and enhanced efficiencies. Business scale up shall continue to be driven by increased market share and broader portfolio in key countries. Focus on efficiency and effectiveness of the field force shall also help to improve operational leverage for this market.

As the new tender off-take for antiretrovirals began, Access Markets returned to its growth in Q4 FY 2022-23. Given the nature of donor-funded purchases, lumpiness in this business is expected to continue. However, long-term growth in Institutional Business will continue to be driven by improved wallet share in the products through cost leadership.

Outlook for FY 2023-24

With further resetting of the existing businesses and accomplishing all the works that commenced at the beginning of the year, Company is building momentum for its businesses in FY 2023-24.

Company is confident of increasing its EBITDA from current levels and intends to achieve net debt to EBITDA ratio of less than 3x.

Key focus shall remain on manufacturing network optimisation, new product launches and market expansion. Company shall also continue to work on various cost improvement programs.

3) Dividend for FY 2022-23

Board of Directors of the Company are pleased to recommend for approval of the Members, a Dividend of 11.50/- per equity share (i.e., 15%) of face value of 110/- each for the financial year ended March 31, 2023.

I n terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Dividend Distribution Policy is available on the Company’s website.

Web link to access the same is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.

4) Transfer to Reserves

Movement in Reserves and Surplus during the financial year ended March 31, 2023, is provided in the Statement of Changes in Equity included in the Consolidated and Standalone Financial Statements (Refer Note no. 20 and 19, respectively).

5) Corporate Updates

During the year under review, your Company has initiated/ undertaken the following key corporate updates:

(i) Issuance of Equity Warrants to a Promoter Group entity

Pursuant to approval accorded by Shareholders of the Company at the Extraordinary General Meeting held on April 7, 2022, Company allotted 2 Million Equity Warrants on April 26, 2022, on a preferential basis to M/s. Karuna Business Solutions LLP (Karuna), a Promoter Group Company, at a price of1442/- per Equity Warrant.

The said allotment is in compliance with the provisions of the Act, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable regulations.

Karuna has a right to apply for and get allotted, within a period of 18 months from the date of allotment of Warrants, in one

or more tranches, One Equity Share of face value of 110/- each for each Warrant held.

Subscription

Karuna has paid 1110.50/- per warrant as initial subscription amount i.e., 25% of the issue price aggregating to 1221 Million during April 2022. Balance 75% of the Warrant price shall be payable by Karuna at the time of conversion into Equity Shares.

Conversion

In September 2022, 452,490 Warrants of Karuna were converted into Equity Shares. As at the date of this report, 1,547,510 Warrants are outstanding.

Utilisation

During FY 2022-23, Company raised ~1371 Million from issuance and conversion of Warrants. The Company has fully utilised the amount towards capital resources and operations.

In terms of Regulation 32 of SEBI Listing Regulations, there was no deviation or variation in the use of proceeds raised through issue of Equity Warrants on a preferential basis, from the object as stated in the explanatory statement to the Notice of Extraordinary General Meeting held on April 7, 2022.

(ii) Raising of funds by way of issuance of Unlisted Non-Convertible Debentures

During July 2022, in order to support working capital needs, Board of Directors of the Company approved issuance and allotment of senior, secured, unrated, unlisted, redeemable, non-convertible debentures (NCDs) of face value of 110,00,000 each aggregating up to 1150 Crores.

Out of the above, as at date of this report, Company has raised 1125 Crores by way of issuance of NCDs.

(iii) Amalgamation of Vivimed Life Sciences Private Limited into the Company

Board of Directors of the Company at their meeting held on February 10, 2022 had approved an updated Scheme of Amalgamation for merger of its wholly owned subsidiary, Vivimed Life Sciences Private Limited (Vivimed) into the Company

pursuant to the provisions of Section 230 to 232 of the Act (Scheme).

Appointed Date for the said Scheme is April 1, 2022, or such other date as the NCLT or such other competent authority may direct in relation to the amalgamation of Vivimed with Strides.

The Scheme is subject to approval of the shareholders and creditors of respective companies and approval of the Hon’ble National Company Law Tribunal, Mumbai Bench and other statutory/ regulatory approvals, as may be required.

Company expects to initiate merger activities post completion of certain outstanding matters at Vivimed during Q3 FY 2023-24.

(iv) Deconsolidation of Consumer Healthcare Business

During August 2022, in accordance with revised arrangement with the other investor, the Group reduced its voting rights in Consumer Healthcare (CHC) Business from 53.64% to 19%, and also ceded its Board representation at CHC.

Consequently, the Group no longer has any significant influence over the CHC business and is retaining this as a treasury investment.

(v) Deconsolidation of Universal Corporation Limited, Kenya

As part of the ‘In Africa for Africa’ strategy, the Group had acquired majority stake (i.e., 51%) in Universal Corporation Limited, Kenya (UCL) during May 2016.

Based on the historical performance of UCL, UCL would have a favourable opportunity to participate and win certain local tenders if it is a Kenyan Company i.e., Kenyan shareholders owning at-least 51% ownership in UCL.

In order to maximise opportunities for UCL, effective September 30, 2022, Group decided to reduce its equity shareholding below majority and also ceded control over the Board of UCL in favour of other existing shareholders.

Pursuant to the above arrangement, UCL has become an Associate Company of Strides effective September 30, 2022. As at date of this report, the Group holds ~48.98% stake in UCL.

6) Board of Directors and Key Managerial Personnel (KMP) of the Company

Company is in compliance with the provisions of the Act and the SEBI Listing Regulations with regard to the composition of the Board.

As at date of this Report, Strides’ Board comprises of Six Directors viz., Two Executive Directors and Four Independent Directors, details of which are provided below:

#	Name	Designation
Executive Directors
1	Arun Kumar	Executive Chairperson & Managing Director (KMP)
2	Badree Komandur	Executive Director - Finance & Group CFO (KMP)
Independent Directors
3	S Sridhar	Independent Director & Chairperson of Audit Committee
4	Bharat Dhirajlal Shah	Independent Director & Chairperson of Nomination & Remuneration Committee and Stakeholders’ Relationship Committee
5	Homi Rustam Khusrokhan	Independent Director & Chairperson of Risk Management Committee
6	Dr. Kausalya Santhanam	Independent Director & Chairperson of CSR Committee
Company Secretary
7	Manjula Ramamurthy	Company Secretary (KMP)

(vi) Update on Stelis Biopharma Limited (Stelis)

Stelis is a biopharmaceutical company headquartered in Bengaluru and an Associate Company of Strides.

As at date, Strides group has invested 16,329.69 Million into Stelis and hold ~ 31.12% stake in the entity.

During FY 2022-23, Strides sought and received Shareholders’ approval for continuing its support in the form of Corporate Guarantee and/ or Security for the proposed debt restructuring plan of Stelis for an amount not exceeding 17,000 Million. Stelis is discussing with multiple potential lenders for its debt restructuring.

Board of Directors of Stelis have also appointed international advisors to evaluate

Changes in Board of Directors & KMP of the Company during the year and to the date of this report is as under:

(i) Change in Designation: Mr. Arun Kumar (DIN: 00084845), Founder and Non-Executive Chairperson of the Board, was appointed as Executive Chairperson & Managing Director of the Company effective April 7, 2022 for a period of three years. Approval of Shareholders of the Company was received through Postal Ballot on July 6, 2022.

Mr. Arun Kumar is also one of the KMP of the Company effective April 7, 2022.

several strategic options for Stelis. The exercise is nearing completion and an update on the same will be provided in due course.

(vii) Reclassification of certain Promoters/ Promoter Group to Public Shareholding category

During the year, few members of the Promoter/ Promoter Group (group) were reclassified as Public Shareholders pursuant to approval accorded by the Stock Exchanges (NSE & BSE) on February 22, 2023 and March 13, 2023. Shareholders’ approval for this matter was obtained by way of Postal Ballot on January 14, 2022.

Consequent to the above, Promoter/ Promoter Group stake in the Company as at March 31, 2023 is at 28.27%.

(ii) Re-appointment of Independent Director:

Mr. Homi Rustam Khusrokhan (DIN: 00005085) was re-appointed as an Independent Director of the Company effective May 18, 2022 for a second term of five years. Approval of Shareholders of the Company was received at the Extraordinary General Meeting held on April 7, 2022.

(iii) Resignation of Director: Mr. Deepak Calian Vaidya (DIN: 00337276) who was a Nonexecutive Director of the Company, resigned with effect from the closing business hours of November 14, 2022 owing to his pre-occupation.

Board of Directors of the Company placed on record their appreciation for Deepak for his significant contributions during his 25 years association with Strides and acknowledged that Strides had benefited immensely from his experience and guidance at many junctures.

(iv) Retirement by rotation and re-appointment:

In terms Section 152 of the Act, Mr. Badree Komandur (DIN: 07803242) Executive Director - Finance & Group CFO, retired by rotation and being eligible was reappointed as Director of the Company at the Annual General Meeting held on September 9, 2022.

(v) Re-appointment of Executive Director:

Mr. Badree Komandur (DIN: 07803242) was re-appointed as Whole-time Director designated as Executive Director - Finance & Group Chief Financial Officer of the Company effective May 18, 2023 for a third term of three years. Approval of Shareholders of the Company was received through Postal Ballot on March 22, 2023.

Retirement by Rotation & Re-appointment at the ensuring AGM

I n terms of Section 152 of the Act, proposal for re-appointment of Mr. Arun Kumar, retiring director, as Director of the Company shall be placed before Members of the Company at the ensuing AGM. Your directors recommend his re-appointment on the Board of the Company.

A detailed profile of Mr. Arun Kumar as required under the Act, SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory statement to the Notice convening the 32^nd AGM of the Company.

Board Committees

Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee.

Board has constituted the following Statutory Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders’ Relationship Committee

4) Corporate Social Responsibility Committee &

5) Risk Management Committee

Details of meetings of Board and Board Committees held during FY 2022-23 along with information relating to attendance of each director/ committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.

7) Authorised Share Capital

Authorised Share Capital of the Company as at March 31, 2023 is 11,883,700,000/- divided into 188,370,000 equity shares of 110 each.

Issued, Subscribed and Paid-up Share Capital
Date	Number of Shares	Amount	Remarks
April 1, 2022 March 31, 2023	89,790,214 equity shares of face value 110 each 90,302,704 equity shares of face value of 110 each	1897,902,140/- 1903,027,040/-	Includes 60,000 equity shares issued pursuant to exercise of ESOPs during the year; and 452,490 equity shares issued pursuant to conversion of Warrants

8) Subsidiary, Joint Ventures and Associate Companies

Details of Subsidiaries, Joint Venture and Associate entities as at March 31, 2023 are provided herein below:

Nature of Relationship	India	Overseas	Total
Subsidiaries	3	29	32
Joint Ventures	-	1	1
Associates	3	5	8
Total	6	35	41

List of Subsidiaries, Joint Venture and Associate entities which have become or ceased to be part of the Group during the year is enclosed as Annexure-1 to this Report.

9) Accounts of Subsidiaries

In accordance with Section 129 (3) of the Act, the Company has prepared a consolidated financial statement.

A statement containing salient features of the financial statements of the Company’s subsidiaries, joint ventures and associate companies as required in Form AOC 1 is enclosed as Annexure-2 to this Report.

10) Corporate Governance Report

As per SEBI Listing Regulations, Corporate Governance Report along with the Auditor’s Certificate thereon for FY 2022-23 forms part of this Annual Report.

11) Management Discussion and Analysis Report

As per SEBI Listing Regulations, Management Discussion and Analysis Report for FY 2022-23 forms part of this Annual Report.

12) Business Responsibility and Sustainability Report

As per SEBI Listing Regulations, Business Responsibility and Sustainability Report of the Company for FY 2022-23 forms a part of this Annual Report.

13) Employee Stock Option Scheme

Company has one Stock Option Plan viz., Strides Employee Stock Option Plan 2016 (ESOP Plan).

A statement giving detailed information on stock options granted to Employees under the ESOP Plan as required under Section 62 of the Act, read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14

of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is enclosed as Annexure-3 to this Report and is also available at https://www.strides.com/investor-financial.html

14) Particulars of Employees

Statement containing particulars in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure-4 to this report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees is to be provided.

However, in terms of the first proviso to Section 136(1) of the Act, Annual Report, excluding the aforesaid information, is being sent to Shareholders of the Company and others entitled thereto.

The said information is available for inspection up to the date of ensuing AGM. Any Shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

15) Corporate Social Responsibility (CSR)

Strides’ CSR initiatives help address socio-economic challenges in the realms of Health and Hygiene, Education, Employability and Disaster Management.

Weblink to access the Strides’ CSR Policy is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.

A detailed report on the CSR activities undertaken during FY 2022-23 is enclosed as Annexure-5 to this Report.

16) Loans, Guarantees or Investments

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Note no. 37 to the standalone financial statements in the Annual Report.

17) Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during FY 2022-23 with related parties were in ordinary course of business and at arm’s length basis. Further, there are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-6 to this Report.

All transactions with related parties are disclosed in Note no. 42 to the Standalone Financial Statements in the Annual Report.

Web link to access Strides’ Policy for Governance of Related Party Transactions is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.

18) Auditors and Audit Reports Secretarial Audit Report

M/s. Gopalakrishnaraj H H & Associates, Company Secretaries in Practice (Certificate of Practice No: 4152) is the Secretarial Auditor for the Company.

Secretarial Audit for FY 2022-23, inter alia, included audit of compliance with the Act and the Rules made thereunder, SEBI Listing Regulations and applicable Regulations prescribed by SEBI, amongst others.

Secretarial Audit Report does not contain any qualifications, observations or adverse remarks.

The said Report is enclosed as Annexure-7 to this report.

Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022) were re-appointed as Statutory Auditors of the Company at the AGM held on September 9, 2022 for the second term of five (5) years i.e., from the conclusion of the 31st AGM till the conclusion of the 36th AGM of the Company to be held in the year 2027.

Auditors’ Report given by M/s. B S R & Co. LLP, Chartered Accountants for the financial year ended March 31, 2023, is enclosed along with the financial statements in the Annual Report.

Auditors’ Report does not contain any qualifications, observations or adverse remarks.

Internal Auditors

M/s. Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) (LLPIN: AAA-7677) are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

Cost Auditors

Pursuant to Section 148(1) of the Act, Company is required to maintain cost records and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(3) of the Act and the Companies (Cost Records and Audit) Rules, 2014, M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No.: 000065), were appointed as the Cost Auditors of the Company for FY 2022-23.

19) Internal Financial Controls

Company has in place adequate framework for Internal Financial Controls as required under Section 134(5)(e) of the Act. During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

20) Risk Management

Company has a risk management framework for identification and management of risks.

In line with the SEBI Listing Regulations, Company has constituted Risk Management Committee (RMC) comprising of members of Board and Senior Management Personnel.

Terms of reference of the Committee and composition thereof including details of meetings held during FY 2022-23 forms part of the Corporate Governance Report, which forms part of this Annual Report.

Additional details relating to Risk Management is provided in the Management Discussion and Analysis Report forming part of this Report.

21) Other Disclosures

a) Nature of Business of the Company

There has been no change in the nature of business of the Company during the year under review.

b) Deposits

Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

c) Vigil Mechanism/ Whistle Blower policy

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company, which is in conformity with the provisions of the Act and SEBI Listing Regulations.

The said Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company.

The Policy aims to:

• allow and encourage stakeholders to bring to the management’s notice concerns about unethical behaviour;

• ensure timely and consistent organisational response;

• build and strengthen a culture of transparency and trust; and

• provide protection against victimisation.

The said Policy also establishes adequate mechanism to enable employees to report instances of leak or suspected leak of unpublished price sensitive information.

Every director/ employee of the Company has been provided access to the Audit Committee Chairperson/ Whistle Officer through email or correspondence address or by calling designated toll-free number, should they desire to avail the vigil mechanism. During the review period, none of the personnel of the Company has been denied access to the Audit Committee.

Audit Committee of the Company oversees implementation of the Whistle Blower Policy. During the year, Company has not received any protected disclosure.

Web link to access Strides’ Whistle Blower Policy is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.

d) Policy on Directors Appointment and Remuneration (Strides’ Nomination and Remuneration Policy)

Policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Act is available on the Company’s website.

Web link to access Strides’ Whistle Blower Policy is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.

e) Disclosure on compliance with Secretarial Standards

Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

f) Reporting of Fraud

No frauds were reported by Auditors of the Company as specified under Section 143 of the Act for the Financial Year ended March 31, 2023.

g) Significant and material orders passed by Regulators or Courts

There were no significant and material orders passed by Regulators/ Courts that would impact the going concern status of the Company and its future operations.

h) Annual Return of the Company

Pursuant to Section 92 of the Act and Rules made thereunder, Annual Returns filed by the Company has been uploaded on the website of the Company and can be accessed at https://www.strides.com/cg-annual-return. html

i) Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo

Details of Energy Conversation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo is enclosed as Annexure-8 to this Report.

j) Policy on Prevention of Sexual Harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted 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 (PoSH Act) and Rules framed thereunder. Strides has adopted a gender-neutral policy.

In terms of PoSH Act, Company has constituted Internal Complaints Committee (ICC) to redress complaints received on sexual harassment. Adequate trainings and awareness programmes against sexual harassment are conducted across the organisation.

Disclosure relating to PoSH complaint during the year is provided in the Corporate Governance Report, which forms part of this Annual Report.

k) General

a) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016. Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.

b) During the year, there was no onetime settlement done with the Banks or Financial Institutions. Therefore, the requirement to disclose details of difference between amount of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

22) Declaration by Independent Directors

In accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, each Independent Director has confirmed to the Company that they continue to meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

In opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity and experience in their respective fields.

Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

23) Board Evaluation

Evaluation of all Directors, Committees, Chairperson of the Board, and the Board as a whole was conducted for the year. Evaluation process has been explained in the Corporate Governance Report, which is part of this Annual Report.

24) Material changes and commitments, if any

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year to which this financial statement relates and the date of this report.

25) Directors’ Responsibility Statement

Pursuant to the requirement under

Section 134 (3)(c) of the Act with respect to the

Directors’ Responsibility Statement, Board of

Directors of your Company state that:

(a) in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) directors 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) directors have prepared annual accounts of the Company on a going concern basis;

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

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

26) Acknowledgement

Your directors would like to take this opportunity to express their sincere gratitude to all employees, customers and suppliers who have contributed to Strides’ success over the past years. Their hard work, dedication and support have been instrumental in achieving our goals and driving our business forward.

We would also like to thank our shareholders for their continued trust and investment in the Company.

We are committed to build strong relationships with all our stakeholders, and we value their feedback and inputs as we strive to improve and grow our business.

We look forward to your continued support in the years ahead.

For and on behalf of the Board of Directors

Arun Kumar

Executive Chairperson & Date: May 25, 2023 Managing Director

Place: Bengaluru DIN: 00084845

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Mar 31, 2018

Board’s Report

Dear Members,

The Directors have pleasure in presenting the Twenty-Seventh Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2018.

We are also delighted to introduce a new name to the relationship you have cherished with us for long. Strides Shasun Limited is now renamed as Strides Pharma Science Limited effective July 18, 2018.

1. Financial Summary (Consolidated & Standalone)

Rs, in Million

Particulars	Consolidated Basis FY 2017-18 FY 2016-17 INR USD* INR USD**			Standalone Basis FY 2017-18 FY 2016-17 INR USD* INR USD**
1.1 Financial Results
Continuing Operations
Income	29,334.35	450.19	29,165.22 449.66	16,258.05	249.51	15,508.74 239.11
Operating Profit (EBIDTA)	4,906.02	75.29	6,884.33 106.14	3,532.89	54.22	3,397.75 52.39
Net Profit (PAT)	702.14	10.78	2,797.10 43.13	1,564.48	24.01	1,519.36 23.43
Reserve & Surplus	23,650.61	362.96	26,594.00 410.02	30,725.16	471.53	31,431.04 484.60
Non-Controlling Interest	1,546.48	23.73	1,335.01 20.58
1.2 Profits
Operating Profit (EBIDTA)	4,906.02	75.29	6,884.33 106.14	3,532.89	54.22	3,397.75 52.39
Less:
Interest	1,962.43	30.12	1,831.03 28.23	819.70	12.58	719.64 11.10
Depreciation & Amortization	1,540.35	23.64	1,261.51 19.45	778.05	11.94	700.06 10.79
Exceptional Items	435.78	6.69	364.28 5.62	293.81	4.51	151.59 2.34
Profit Before Tax	967.46	14.85	3,427.51 52.84	1,641.33	25.19	1,826.46 28.16
Share of profit / (loss) of joint ventures and associates	(167.99)	(2.58)	3.64 0.06
Profit Before Tax	799.47	12.27	3,431.15 52.90	1,641.33	25.19	1,826.46 28.16
Less: Tax Expenses
Current tax expenses	485.12	7.45	484.74 7.47	373.22	5.73	124.97 1.93
Current tax expenses relating to prior years	-	-	(6.61) (0.10)	-	-	(6.61) (0.10)
Deferred tax expenses	(107.03)	(1.64)	(3.86) (0.06)	(15.61)	(0.24)	28.96 0.45
MAT Credit entitlement	(280.76)	(4.31)	159.78 2.46	(280.76)	(4.31)	159.78 2.46
Profit After Tax	702.14	10.78	2,797.10 43.13	1,564.48	24.01	1,519.36 23.43
Profit/ (Loss) from Discontinued operations	6,101.23	93.63	1,662.37 25.63	7,351.43	112.82	(433.99) (6.69)
Total Profit	6,803.37	104.41	4,459.47 68.76	8,915.91	136.83	1,085.37 16.73
Other Comprehensive Income
Items that will not be reclassified to profit/ (loss)	(202.39)	(3.11)	(209.46) (3.23)	(0.87)	(0.01)	(94.13) (1.45)
Items that may be reclassified to profit/ (loss)	42.12	0.65	(233.36) (3.60)	(196.60)	(3.02)	130.75 2.02
Total Other Comprehensive Income (Net of Tax)	(160.27)	(2.46)	(442.82) (6.83)	(197.47)	(3.03)	36.62 0.56
Total Comprehensive income	6,643.10	101.95	4,016.65 61.93	8,718.44	133.80	1,121.99 17.30
Opening balance of Profit and Loss	2,184.74	33.53	(1,362.00) (21.00)	3,930.01	60.31	3,276.90 50.52
Pursuant to Scheme of Amalgamation	(7,038.43)	(108.02)	- -	(7,038.43)	(108.02)	- -
Available for appropriation	1,751.00	26.87	2,635.49 40.63	5,807.49	89.13	4,362.27 67.26
1.3 Appropriations
Dividend on Equity Shares
Final Dividend	(402.72)	(6.18)	(357.46) (5.49)	(402.72)	(6.18)	(357.46) (5.51)
Tax on Final Dividend	(40.50)	(0.62)	(74.80) (1.15)	(75.48)	(1.16)	(74.80) (1.15)
Dividend to non-controlling interest shareholders	(9.78)	(0.15)	(18.49) (0.28)
Tax on dividend from foreign subsidiaries (to the extent adjusted against final dividend)	(34.98)	(0.54)	- -
Balance carried to Balance Sheet	1,263.02	19.38	2,184.74 33.72	5,329.29	81.79	3,930.01 60.59

Note:

* 1 USD = INR 65.16 (Exchange Rate as on March 31, 2018)

** 1 USD = INR 64.86 (Exchange Rate as on March 31, 2017)

Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year

2. Company''s performance

During the reporting period, your Company recorded an overall subdued performance. While our strategy continues to build momentum, our execution did not match expectation, especially in the second half of FY

2017-18. We faced significant number of challenges primarily in our US partnered venture and the institutional business. During the year under review, we also launched our consumer health division in a difficult market environment. In hindsight, we believe we could have strategised better for improved outcomes. Additionally, we continue to struggle with the gap between our secondary and primary sales in Africa.

Despite several headwinds, our Australia operations reported a successful year. A non-US non-Australia regulated market was a win considering the significant growth that we have achieved, albeit on a low base. We also exited the India brands business that allowed us to pay significant debt and completed several corporate actions on schedule in line with our articulated strategy.

During FY 2017-18, your Company undertook several measures to develop itself as a diversified business-to-customer (B2C) player.

The US continues to be our largest market, but ~65% of our US business is currently partnered. At present, we are working very hard to reduce our dependency on our partners. We recalibrated our strategy for the US market and in FY 2018-19, we will be working towards building the frontend business ourselves. We are also pleased to report that over 50% of the revenues that were partnered have since been brought back to our own fold in terms of value. The US business still continues to be an exciting and profitable venture for a new player like us with our own frontend.

In Australia, our strategy is to bolster our leadership position. During the reporting period, our margins increased owing to operating leverage. We have also announced a transaction involving Apotex recently. We believe that our focus on markets outside the US and Australia have led to early success with some traction visible.

We have been fairly successful with our operations in the UK, parts of Europe and now South Africa. Our IP portfolio in Australia is very valuable but fungible across all other markets. Therefore, we are very focussed on leveraging it across Canada, Europe, the UK and South Africa with minimal regulatory costs. This will allow us to maximise our business in the segment and we are confident that in the next 2 to 3 years, it would emerge as a significant part of our revenue mix.

Our Africa business is shaping very well based on our robust secondary sales and we are tracking ~3x industry growth, which is great in the markets where IMS data is available. Besides, our Africa venture continues to have suboptimal base, offering us the headroom to grow; going forward, we will focus in this space.

Our institutional business had its toughest year due to compressed opportunity in malaria treatment and the margins remained almost negligible vis-a-vis previous years. The long-term contracts for our ARV business suffered significantly due to increase in prices of APIs. However, the increased pricing of APIs is now a very common trend and we expect to recover soon in this segment. We have been very frugal in how we are approaching this business and it still forms a very important part of our under-recovery strategy for manufacturing operations.

During the reporting period, our R&D operations remained effective as we filed 12 ANDAs against a target of 15-20 new product ANDA filings per year. Besides, we filed 5 additional ANDAs in April and May 2018. Our focus remains unwavering in receiving the approvals in 10 months and for that we intend to take a month or two extra to ensure our filing qualities are superior.

We received fairly quick approvals for 14 new products during FY 2017-18 and three additional approvals in April and May 2018. We also secured approval for Ibuprofen Softgel capsule, which is an extremely important product, during this phase.

Going forward, we will stay focussed on building our fortunes in the US market with constant emphasise on niche products or products on which we have complete control. Furthermore, we are confident that our high compliance status across our manufacturing plants will play a key role in this Endeavour.

We have completely rewired your Company with Strides

2.0 that ensures a sharpened focus on productivity and outcomes. We are confident of our course correction strategies and expect all our businesses to bounce back in the next three to four quarters.

A detailed analysis of each of the business verticals of the Company is provided in the Management Discussion and Analysis Report.

3. Corporate Updates

During the year, the Company completed several corporate actions including exiting non-core operations and markets to sharpen its focus on the B2C business and achieve leaner operations.

Corporate Actions undertaken during the year are provided herein below.

Acquisitions & JVs

1) Amneal Pharmaceuticals, Australia

Arrow Pharmaceuticals, a step-down subsidiary of the Company in Australia, acquired 100% stake in Amneal Pharmaceuticals, Australia. Amneal is engaged in the business of selling generic pharmaceutical products in Australia.

The acquisition has enabled improve Arrow''s generics market share thereby expanding its first-

line pharmacies to 1200 stores and provided significant synergy opportunities with 100 molecules being common with Arrow Portfolio.

The transaction achieved closure in September 2017.

2) Controlling stake in Trinity Pharma, South Africa

Strides Pharma Asia, the Company''s wholly owned subsidiary in Singapore, acquired controlling stake in Trinity Pharma (“Trinity"), a company incorporated in South Africa.

Trinity is engaged in the business of supply and distribution of generic pharmaceutical products to pharmaceutical retailers and providing services relating to regulatory and registration of products.

The transaction enabled Strides to establish a presence in the high entry market of South Africa where product dossier approval takes more than

5 years; enabling access to pipeline of more than 110 product dossiers and facilitating ARV launch in private non-tender market in South Africa.

The transaction achieved closure in January 2018.

3) JV between Amneal Pharmaceuticals and Douglas Pharmaceuticals, Australia

Amneal Pharmaceuticals, Australia, a step-down subsidiary of the Company, entered into a Joint Venture arrangement with Douglas Pharmaceuticals Australia Pty Limited, Australia.

Amneal holds approx. 50% stake in the JV Company viz., MyPak Solutions Australia Pty Ltd, Australia (formerly, MyPak Solutions Pty Ltd).

MyPak Solutions is expected to become the leading Dose Administration Aid (DAA) company in the Australian pharmaceutical and aged care industries. DAAs have been designed to assist consumers in the community to better manage their medicines and improve medication compliance.

MyPak will provide the Australian market with an end-to-end industry leading DAA solution and will enable the Company to provide the customers with a complete solution in the DAA market in Australia.

Divestments

4) India Brand Business

As part of the Company''s portfolio reprioritization, the Company exited from the India Brand Business. India Brand Business comprising of a portfolio of 130 brands in the domains of Neurology, Psychiatry, Nutraceuticals, Gastro etc., along with the employees forming part of the said business was sold to Eris Life sciences Limited, India (“Eris") for a consideration of ''410 Crore.

As part of the transaction, the Company also divested its stake in Strides Healthcare Private Limited, a subsidiary company which was catering to the Brands Business to Eris for a consideration of ''90 Crore.

The Company retains global rights for the divested portfolio, which have significant sales in Africa and will continue to grow the Company''s emerging market business.

The transaction achieved closure in December 2017.

5) Demerger of the Commodity Active Pharmaceutical Ingredients (API) Business During the year under review, through a composite Scheme of Arrangement between the Company, SeQuent Scientific Limited (“SeQuent") and Solara Active Pharma Sciences Limited (“Solara") and their respective shareholders and creditors under section 230-232 of the Companies Act, 2013, the Company completed the demerger of its Commodity API Business to Solara. Pursuant to the aforesaid Scheme, the Human API business of SeQuent was also demerged to Solara.

Appointed Date and Effective Date for demerger was October 1, 2017 and March 31, 2018, respectively.

The Scheme received nod of the Equity Shareholders of the Company on December 27, 2017 and approval of the National Company Law Tribunal, Mumbai Bench vide its Order dated March 9, 2018.

Consequent to the above, Solara allotted shares to the Equity Shareholders of the Company as at the Record Date, April 9, 2018, as consideration under the Composite Scheme on April 11, 2018. As provided in the Composite Scheme, Solara was listed on the Stock Exchanges (NSE and BSE) on June 27, 2018.

Events Post Balance Sheet Date

6) Strides API Research Centre

On April 20, 2018, the Company entered into Business Purchase Agreement with Solara Active Pharma Sciences Limited, India (Solara) to sell the assets (consisting of Plant & machinery, equipment, computer software and other related capital work in progress) and business conducted by the Company at Strides API Research Centre (SRC) along with the employees for a consideration of Rs,357.28 Million and working capital subject to adjustment and finalization for Rs,8.26 Million.

The Company has classified the assets of the SRC unit as ''Assets Held for Sale'' as on March 31, 2018.

7) Proposed merger of Australian business of Strides and Apotex

The Company and Apotex have agreed in-principle to merge their respective Australian business operations. Currently, Strides is one of the leading generic players in the Australian pharmaceutical market and runs its business under the Arrow brand. Apotex is the leading generic player in the Australian pharmaceutical market and runs its business under the Apotex brand.

The Combination shall enable Strides, through the merged business, to become the leading player in the Australian generic pharmaceutical market by both volume and revenue. The proposed transaction will be EPS accretive from Year 1 through merger synergies. The merged business will have the largest portfolio of owned product IP for the Australian market. Potential synergies will accrue through higher volumes and improved COGS.

Strides'' and Apotex''s business will be run independently under the brands Arrow and Apotex respectively and will continue to enjoy preferred partner relationship with their respective wholesalers. The merged business will continue to be supported by Strides'' and Apotex''s manufacturing facilities and will have approx. 3200 first line pharmacy accounts.

The proposed structure will be arrived through a share swap. The existing hospital business of Apotex will not form part of the merged entity and will be retained by Apotex.

The transaction is subject to entering into definitive agreements between the parties, satisfactory due diligence, customary closing conditions and statutory approvals, including approval of Australian Competition and Consumer Commission.

8) Proposed merger of Arrow Remedies and Fagris Medica into the Company

The Board of Directors of the Company at its meeting held on May 18, 2018 have approved the Scheme of Amalgamation for merger of Arrow Remedies Private Limited and Fagris Medica Private Limited (collectively known as Transferor Companies, which are wholly owned subsidiaries of the Company) into the Company (Transferee Company) in terms of Section 230 to 232 of the Companies Act, 2013.

The Scheme is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, the shareholders and creditors of each of the companies.

The appointed date for the said amalgamation is April 1, 2018 or such other date as may be agreed between the Transferor Companies and the Transfree Company and approved by the National Company Law Tribunal.

The Scheme of Amalgamation will enable the Company to consolidate and effectively manage the Transferor Companies and the Company in a single entity, eliminate duplication of operating and administrative expenses and simplify the group structure.

There will not be any change in the shareholding pattern of the Transferee Company pursuant to the Scheme of Amalgamation as both the Transferor Companies are wholly-owned subsidiaries of the Transferee Company.

9) Divestment of Strides Chemicals Private Limited

Pursuant to the approval of the Shareholders of the Company obtained by means of Postal Ballot, the Company proposes to divest its 100% stake in Strides Chemicals to Solara Active Pharma Sciences. The divestment is pursuant to evaluation conducted by the Management and as part of measure to improve and sharpen the focus on the formulations business and profitability of the Company.

As part of the arrangement, Solara has offered the Company long-term development and manufacturing arrangement and a ''Most Favoured Customer'' status for all the DMF''s required for the integrated formulations portfolio of the Company. The divestment will help Strides become leaner, while retaining supply chain security for the formulations portfolio.

The divestment process is expected to completed post receipt of shareholder''s approval for the same by Solara.

4. Board of Directors and Key Managerial Personnel as at the date of this Report Board of Directors of the Company

- Mr. Deepak Vaidya, Non-Executive Director, Chairperson of the Board.

Mr. S Sridhar, Mr. Bharat Shah, Ms. Sangita Reddy and Mr. Homi Khusrokhan -Independent Directors of the Company.

Mr. Arun Kumar, Group CEO and Managing Director

- Mr. Badree Komandur, Executive Director - Finance.

Key Managerial Personnel

Mr. Arun Kumar, Group CEO and Managing Director

- Mr. Badree Komandur, Executive Director - Finance Ms. Manjula Ramamurthy, Company Secretary

Appointment, Re-designation of Director and Retirement by Rotation

1. Mr. Badree Komandur, Executive Director -Finance retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

2. Appointment of Mr. Arun Kumar as Executive Director of the Company for a period of 3 years.

3. Continuation of Mr. Homi Rustam Khusrokhan as Independent Director of the Company till the completion of his current term i.e upto May 17, 2022.

Number of meetings of the Board

During the year under review, the Board met 6 times. Details of the same are provided in the Corporate Governance Report, which is part of this report.

5. Share Capital

The Authorized Share Capital of the Company as at the date of this report is Rs,1,767,500,000/- divided into 176,750,000 equity shares of Rs,10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as at the date of this report is Rs,895,489,130/divided into 89,548,913 equity shares of Rs,10/- each.

There has been an increase in the Paid-up Equity Share Capital of the Company on account of allotment of 125,907 equity shares consequent to exercise of stock options by employees.

6. Dividend

Your Directors are pleased to recommend a Dividend of Rs,2/- (Rupees Two Only) per equity share of face value of Rs,10/- each for the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting, which is scheduled on September 24, 2018.

The Register of Members and Share Transfer Books will remain closed from September 15, 2018 to September 24, 2018 (both days inclusive) for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the AGM.

Dividend, if approved by shareholders, will be paid within 30 days from the date of declaration of dividend.

In terms of Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), the Company has adopted a Dividend Distribution Policy. The said Policy is available on the Company''s website and can be accessed at http://www.strides.com/investor-committeboard. html

7. Subsidiary, JVs and Associate Companies

As at March 31, 2018, the Company had 51 subsidiaries (46 overseas and 5 India), 3 Joint Ventures (2 overseas and 1 India), 4 Associate Companies (3 overseas and 1 India).

List of subsidiaries/ JVs/ Associates which have become or ceased to be part of the Company is enclosed as Annexure 1

Accounts of Subsidiaries

I n accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary companies/ joint ventures as required in Form AOC 1 is enclosed as Annexure 2 to this Report.

8. Corporate Governance and Management Discussion and Analysis

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditor''s Certificate thereon, and the Management Discussion and Analysis forms part of this report.

9. Employee Stock Option Scheme

The Company has 3 ESOP Schemes viz., Strides Arcolab ESOP 2011, Strides Arcolab ESOP 2015 and Strides Shasun ESOP 2016 Schemes.

Statement giving detailed information on stock options granted to Employees under the Company''s Employee Stock Option Schemes as required under the SEBI Regulation is enclosed as Annexure 3 to this Report.

10. Particulars of Employees

The statement containing particulars in terms of Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure 4 to the Boards'' report.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

11. Corporate Social Responsibility (CSR)

The Company has undertaken “Corporate Social Responsibility (CSR)", initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities undertaken during the financial year 2017-18 is enclosed as Annexure 5 to this Report.

12. Loans, Guarantees or Investments

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 40 to the standalone financial statements in the Annual Report.

13. Contracts or Arrangements with Related Parties

All the transactions with related parties are in the ordinary course of business and at arm''s length basis. Hence disclosure under Form AOC - 2 is not part of this report. Transactions with related parties are disclosed in Note no. 45 to the standalone financial statements in the Annual Report.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the Company''s website at http://www.strides.com/ investor-committeboard.html

Further, there are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.

14. Auditors and Audit Reports Secretarial Audit Report

M/s. Gopalkrishnaraj HH & Associates, a firm of Company Secretaries in Practice (Certificate of Practice No: 4152) is the Secretarial Auditor for the Company.

The Secretarial Audit for the financial year 201718, inter-alia, included audit of compliance with the Companies Act, 2013, and the Rules made under the Act, SEBI Listing Regulations and applicable Regulations prescribed by SEBI amongst others.

The Secretarial Audit Report is enclosed as Annexure 6 to the Board''s Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Statutory Auditors

During the period under review, M/s Deloitte Haskins

& Sells completed their term of appointment and were replaced by M/s B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022) as Statutory Auditors of the Company at the 26th AGM held on September 15, 2017.

BSR & Co. LLP, Chartered Accountants holds office for a period of 5 years i.e., till the conclusion of the 31st AGM of the Company to be held in FY 2021-22.

In accordance with Companies (Amendment) Act, 2017 appointment of Statutory Auditors is not required to be ratified at every AGM.

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2018.

Internal Auditors

M/s. Grant Thornton India LLP, Chartered Accountants are the Internal Auditors of the Company. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee''s meeting.

The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by the Company.

Cost Auditors

M/s. Rao, Murthy & Associates, Cost Accountants has carried out the Cost Audit for the applicable business for the year under review.

The Board of Directors of the Company have appointed M/s. Rao, Murthy & Associates, Cost Accountants, (Firm Registration No.: 000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year

2018-19.

15. Internal Financial Controls

The Company has in place well defined and adequate framework for Internal Financial Controls (“IFC") as required under Section 134 (5) (e) of the Companies Act, 2013.

During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

16. Risk Management

The Company has a risk management framework for identification and managing risks. Please refer the “Management Discussion and Analysis" report forming part of the Annual Report for additional details.

17. Other Disclosures

Nature of Business of the Company

There has been no change in the nature of business of the Company during the year under review.

Deposits

The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

Whistle Blower Policy

The Company has a Whistle Blower Policy. The Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to the matters concerning the Company. Protected Disclosures are appropriately dealt with by the Whistle Officer or the Chairperson of the Audit Committee.

The Policy is also available on the Company''s website and can be accessed at http://www.strides.com/ investor-committeboard.html

Policy on Directors Appointment and Remuneration

The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Companies Act, 2013 is available on the

Company''s website and can be accessed at http:// www.strides.com/investor-committeboard.html

Insurance

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

Extract of Annual Return

Extract of Annual Return in Form MGT 9 is enclosed as Annexure 7 to the Board''s Report.

Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo

Details of Energy Conversation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo are enclosed as Annexure 8 to this Report.

18. Declaration by Independent Directors

I n accordance with Section 149(7) of the Companies Act, 2013, each independent director has confirmed to the Company that he or she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

19. Board Evaluation

The evaluation of all the directors, committees, Chairperson of the Board, and the Board as a whole was conducted. The evaluation parameters and the process have been explained in the Corporate Governance Report, which is part of this report.

20. Directors'' Responsibility Statement

Pursuant to the requirement under clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of your company state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors 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 and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 of the Company 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 are operating effectively.

(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.

21. Acknowledgement

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.

We also acknowledge the support extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the Board of Directors

Date: August 8, 2018 Deepak Vaidya

Place: Bengaluru Chairperson of the Board

---

Mar 31, 2017

Board’s Report

Dear Members,

The Directors have pleasure in presenting the Twenty-Sixth Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2017.

1. Financial Summary (Standalone)

(Figures in Millions)

Year ended
			March 31, 2017		March 31,	2016
			Rupees	US$ 1	Rupees	* $ S c
1.1 Financial Results
Continuing operations
Income			22,859 35	352 44	23,305 14	35172
Operating Profit (EBIDTA)			4,579 61	70 61	3,78745	5716
Net Profit (PAT)			1,22768	18 93	1,319 33	19 91
Reserves and Surplus			31,430 98	484 60	30,682 81	463 07
1.2 Profits
Operating Profit (EBIDTA)			4,579.61	70.61	3,78745	57.16
Less Interest			1,14741	17 69	1,026 22	15 49
Depreciation & Amortization			1,266 30	19 52	1,026 86	15 50
Exceptional items incl AS 30			784 58	12 10	26798	4 04
Profit before tax			1,381.32	21.30	1,466.39	22.13
Less Tax Expenses
Current tax expenses			124 97	193	32712	4 94
Current tax expense relating to prior years			(6 61)	(0 10)	(52 91)	(0 80)
Deferred tax expenses			(124 50)	(192)	199 97	3 02
MAT credit entitlement			159 78	2 46	(32712)	(4 94)
Profit after tax			1,22768	18.93	1,319.33	19.91
Discontinuing operations			(142 31)	(2 19)	(1733)	(0 26)
Total operations			1,085.38	16.73	1,301.99	19.65
Other comprehensive income
Items that will not be reclassified to profit or loss			(94 13)	(145)	(3 34)	(0 05)
Items that may be reclassified to profit or loss			130 75	2 02	32 69	0 49
Total Other Comprehensive Income (net of tax)			36.62	0.56	29.35	0.44
Total Comprehensive Income for the period			1,122.00	17.30	1,331.34	20.09
Opening balance of Profit and Loss			3,276 90	50 52	329 61	4 97
Pursuant to the Scheme of Amalgamation			-	-	1,913 54	28 88
Available for appropriation			4,362.28	6726	3,545.14	53.50
1.3. Appropriations
Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets			-	-	(8.07)	(0.12)
Dividend on Equity Shares
Interim Dividend Paid			-	-	(67 22)	(1 01)
Final Dividend			(357.46)	(5.51)	(178 88)	(2 70)
Dividend Tax
On Interim Dividend			-	-	(14 07)	(0 21)
On proposed Dividend			(74 80)	(115)	-	-
Balance carried to Balance Sheet			3,930.02	60.59	3,276.90	49.46

Note * 1 US$ = '' 64.86 (Exchange Rate as on March 31, 2017),

* 1 US$ = '' 66.26 (Exchange Rate as on March 31, 2016)

Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year

2. Business Overview

During the year under review, your Company registered 23% growth in headline revenues on the back of a strong performance in the regulated markets. EBITDA margin expanded 600 bps growing from 17% in Q1 to 23% in Q4, registering sequential growth quarter on quarter.

Performance in the regulated markets was especially gratifying in the face of headwinds being faced by the industry, especially in the US. Your Company is largely unaffected by these factors and infact has increased market share of its key products. In Australia, good progress has been achieved in consolidating our market position as one of the top 3 players, with expanding distribution base and a fuller product portfolio.

As you are aware, the Company is executing its Strides

2.0 strategy, transforming itself into a focused B2C player with a diversified portfolio. Over the past couple of years, your Company has gained scale and size as an integrated, diversified and customer facing Company with a wider international footprint.

During the year, important strategic decisions were taken to execute this strategy. Your Company exited non-strategic business, viz., the CRAMS business and the Africa Generics business. It also stepped away from management control of the biotech business and announced a decision to spin off the commodity API business. This has helped your Company sharpen its focus on building a B2C model under pinned by the highest level of quality compliance, source security of vertical integration, a differentiated R&D pipeline and front end presence in all key markets.

Performance of the Company during the year across various Markets:

Regulated Markets - Driven by North America and Australia

* Revenues stood at '' 17,762 Million, registering 56% growth over the last year.

- The business contributed to 51% of the Group revenue for the period ended March 31, 2017.

* North America delivered steady performance in FY''17 with sequential improvement in market share for key products including Dutasteride, Ergocalciferol, Methoxsalen.

* Pharmaceutical Benefit Scheme (PBS) impact, slower compliance and delay in backward integration impacted the performance during the year.

Emerging Markets

- Revenues stood at '' 6,330 Million, registering 65% growth over the later year.

- The business contribution stood at 18% of Group revenue for the period ended March 31, 2017.

- During the year, the Company exited from the Generic manufacturing business in Africa.

- The branded generics business and Universal Corporation business in Africa delivered a steady performance despite volatile currency environment. Added approx. 50 medical representatives in Africa for the branded business during FY''17.

- FY''18 is to focus on adding new products, expanding distribution network and improving field force productivity in Africa.

- India brands business reported tepid performance due to overall slowdown in the Indian Pharmaceutical Market including the impact of demonetization. Currently witnessing a trend towards lower stocking level in the channel ahead of the GST roll out.

- Focus on leveraging a pan India distribution network across the product portfolio and improving field force productivity.

Institutional Business

- Revenues stood at '' 5,677 Million, a decline of 5% over the previous year.

- The business contributed 16% of Group revenue for the period ended March 31, 2017.

- Decline in institutional business attributed to significantly lower contribution from Anti-Malarial portfolio during Q4 FY''17. While the Company has been able to maintain its market share, the overall funding to the donor programs has seen a decline. The ARV business continues to witness healthy traction.

- R&D focus on developing next generation products in line with evolving treatment regimens.

Pharmaceutical Services & Active Ingredients (PSAI)

- Revenues stood at '' 5,336 Million, a decline of 27% over the previous year.

- The business contributed 15% of Group revenue for the period ended March 31, 2017.

- During the year, significant steps were taken to improve the quality of API business including revamping of API facilities in Puducherry and Cuddalore, rationalization of product mix and focusing on improving the customer base.

- Portfolio rationalization and increased captive consumption for the formulations helped deliver superior margins for the API business during the year.

- Scaled up filings for high entry barrier markets like Japan and Korea.

Pharma R&D

- The R&D set up gained momentum with 9 filings in FY'' 17.

- Significant scale up in R&D investments during FY''

17 to build the future product pipeline.

- R&D spend for FY'' 17 at '' 1,361 Million against '' 757 Million in FY'' 16, up 80 % YoY.

- 32 ANDA filings pending approval from USFDA. Manufacturing Infrastructure

- Four manufacturing facilities - the formulation facilities in Bengaluru and Puducherry, the API facility at Cuddalore and Puducherry, were inspected by the USFDA over the last twelve months and all the facilities were cleared without any observations.

- Singapore formulation facility for regulated markets is expected to go on stream in H2 FY''18.

- Signed definitive agreements with Vivimed Labs Ltd to enter into 50:50 Joint Ventures for its USFDA formulations facility at Alathur, Chennai. The Joint Venture will provide access to additional capacities to the tune of 1.5 billion tablets/ capsules per annum and a strong product pipeline. This Joint Venture will also help in de-risking of manufacturing base.

Corporate Actions

During the year under review, your Company has undertaken the following corporate actions:

Acquisitions and Joint Ventures:

1) Acquisition of Pediacare® from Moberg Pharma, Sweden

Strides Arcolab International Limited, UK (“SAIL UK"), the Company''s wholly owned subsidiary, acquired “Pediacare®" brand and marketing rights from Moberg Pharma AB (publ), Sweden, (“Moberg") for a total consideration of USD 5 Million plus inventory at actuals.

Pediacare® is an established cough, cold and allergy brand with annual sales of approx. USD 6 Million. The brand has about 15 Stock Keeping Units (“SKU") and is registered in 32 countries including US and also under the Madrid Protocol. The acquisition strengthens the OTC segment of the Group and the existing brands portfolio acquired from Moberg during the last year. The transaction achieved closure in December 2016.

2) Acquisition of Strides Chemicals Private Limited (formerly known as ''Perrigo API India Private Limited'')

The Company acquired 100% stake in Strides Chemicals Private Limited (“Strides Chemicals"), effective April 6, 2017. Strides Chemicals is a company based out of Ambernath, Maharashtra and has a US FDA approved API manufacturing facility, which will manufacture all strategic APIs primarily used for captive consumption and will augment the Company''s resources to handle high velocity of new product development and commercial launches in the formulations portfolio. The facility has a potential capacity of 600 tons per year and had zero 483s during its last US FDA inspection in the year 2013.

3) Joint Venture with Vivimed Labs Ltd.

The Company has signed definitive agreements with Vivimed Labs to set up two Joint Venture Companies, which are as under:

- The 50:50 Joint Venture Company in India will own the US FDA approved formulation facility in Alathur, Chennai; and

- The 50:50 Joint Venture Company in Singapore will be held through Strides Pharma Global Pte. Limited, Singapore, a step down wholly owned subsidiary of the Company, which will own intellectual property rights, certain approved ANDAs and product line.

The Joint venture will provide access to additional capacities to the tune of 1.5 billion tablets/ capsules per annum and a strong product pipeline. This Joint Venture will also help de-risking of manufacturing base.

4) Joint Venture in Mexico

Strides Pharma Global Pte Limited, Singapore (“SPG"), a step down wholly owned subsidiary of the Company entered into definitive agreements with Mr. Mike Padvaiskas, a Partner in Mexico to set up a joint venture company in Mexico (“Mexican Subsidiary") in August 2016, which will focus on branded generics, OTC products and tender business in Mexico and other Latin American territories. SPG shall hold 80% stake in the Mexican Subsidiary and the remaining 20% shall be held by Mr. Mike Padvaiskas.

Divestments/ Hive offs

1) Exit from Probiotic Business

Effective March 31, 2017, the Company exited from the Probiotics Business, which was acquired in December 2015 from Medispan Limited (“Medispan"), through its subsidiary, Strides Biologix Private Limited.

Considering that the business had not been able to achieve the intended strategic objectives and milestones, the Board of Directors of the Company decided to hive off the business.

The business was sold to Higher Pharmatech Private Limited, a Promoter Group entity, for an aggregate consideration of '' 5.75 Crores.

2) Hive-off of Africa Generics Business

Effective March 30, 2017 the Company has hived off the generic pharmaceutical products manufacturing and distribution business in Africa (“Africa Generics Business") as a Management Buyout to Africure Pharmaceuticals Limited, Mauritius (“Africure"), a company owned by Mr. Sinhue Noronha, the erstwhile CEO of Africa business.

The Company''s earlier strategy focused on catering the generics business through multiple boutique manufacturing facilities spread across sub Saharan Africa. However, with change in regulatory landscape and growing funding needs for the African markets, the Company decided to hive off the Generics Business in Africa. The said business was conducted through Strides Pharma (Cyprus) Limited, Cyprus (“SPCL"), a second level wholly owned subsidiary of the Company and various African subsidiaries of SPCL. Pursuant to the above transaction:

a) SPCL hived off the said business (including the manufacturing facilities and assets relating to generics business) as a Management Buyout for a total consideration of approx. USD 9.921 Million. The said business was acquired by Africure.

SPCL has agreed to receive the sale consideration for the above transaction in three tranches, the last tranche being March 31, 2018.

The entities which were hived off as part of the above transaction were:

1) Strides Pharma Namibia Pty. Ltd

2) Strides Pharma Cameroon Ltd

3) Strides Vital Nigeria Ltd, excluding the Brand business

4) Strides Pharma Botswana (Pty) Ltd

5) Strides Pharma Mozambique SA

6) Societe De Repartition Pharmaceutique (Sorepharma)

7) African Pharmaceutical Development S.A (APHAD)

8) Congo Pharma SPRL

b) Business sale: Manufacturing Facility situated at Palghar, Mumbai

As part of the Africa Generics Business hive off, the Company also sold the business conducted at the Palghar, manufacturing facility in Mumbai to Africure Pharmaceuticals India Private Limited, India, along with all assets, inventory and employees. The consideration for this transaction was '' 4.55 Crores and the closure of the transaction was effected on March 31, 2017.

c) Share sale to co-promoter in Sudan entity:

As a part of the Africa Generics Business Divestment, SPCL also divested its 51% stake in Pharmacare Laboratories Co Ltd., Sudan (“Pharmacare Sudan") to Therapeka Limited, which held the balance 49% stake in Pharmacare Sudan for an aggregate consideration of USD 3.125 Million. The said transaction achieved closure on 31st March 2017, and SPCL has agreed to receive the sale consideration for the said transaction in three tranches, the last tranche being March 31, 2018.

3) Hive off of the Commodity Active Pharmaceutical Ingredients (API) Business

The Board of Directors in their meeting held on March 20, 2017 approved the proposal to demerge the Commodity API Business, into SSL Pharma Sciences Limited (subsequently renamed as ''Solara Active Pharma Sciences Limited'' (“Solara"), a wholly owned subsidiary of the Company.

As part of the Scheme of Demerger, the Human API business of SeQuent Scientific Limited (a promoter owned listed company) is also proposed to be carved-out into Solara, providing critical size to this business.

This combination will catapult Solara to be one of the largest standalone API companies in the country. It will have a portfolio of DMF filings to start with and will be complimented by 5 manufacturing sites (including 3 US FDA approved facilities) having key global regulatory approvals. Solara will also be listed on the Indian Stock Exchanges.

The appointed date for the Scheme of De-merger will be October 1, 2017.

The transaction has been approved by the Board of all the companies that are party to the Scheme and is further subject to approval from respective Shareholders'', Regulators and meeting other customary and/ or statutory closing conditions.

The share entitlement ratio for the Scheme of Demerger is as under:

1) For demerger of Commodity API business: 1 equity share of '' 10/- each of Solara for every 6 fully paid up equity shares of '' 10/- each held in Strides.

2) For demerger of Human API business: 1 equity share of '' 10/- each of Solara for every 25 fully paid up equity shares of '' 2/- each held in Sequent.

4) Capping of Strides Investment in Stelis Biopharma

Stelis Biopharma, which is focused on developing a portfolio of biosimilars, was acquired by the Company in 2012.

The total funding in Stelis, so far, has been USD 32.30 Million, of which the Company has invested USD 22.10 Million and GMS Holdings (“GMS"), a strategic partner, has invested USD 10.20 Million. Consequent to these investments, Company owns a stake of 74.90% and GMS owns 25.10% stake in Stelis.

With the stated intent of the Company to focus on front-end B2C businesses, the Company does not plan to have any further investments in any of its B2B businesses.

Considering the same, after an exhaustive evaluation of various options related to the Biotech business, the Board of Directors of the Company have decided to cap the Company''s investment in Stelis at USD 22.10 Million (already invested by the Company), which was approved by the Shareholders on March 22, 2017.

Consequent to the above, effective March 31, 2017, the Company has capped its investment in Stelis Biopharma at USD 22.10 Million.

2.1 Nature of Business of the Company

There has been no change in the nature of business of the Company during the year under review.

3. Share Capital

The Authorized Share Capital of the Company as at March 31, 2017 was '' 1,767,500,000/- divided into 176,750,000 equity shares of '' 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2017 was '' 894,230,060/divided into 89,423,006 equity shares of '' 10/- each.

During the period under review, there has been an increase in the Paid-up Equity Share Capital of the Company on account of allotment of 77,028 equity shares consequent to exercise of stock options.

4. Dividend

Your Directors are pleased to recommend a Dividend of '' 4.50/- (Rupees Four and Fifty Paisa Only) per equity share of face value of '' 10/- each for the financial year ended March 31, 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting.

5. Deposits

The Company has not accepted any deposits and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2017.

6. Subsidiary, JVs and Associate Companies

As at March 31, 2017, the Company had 40 subsidiaries overseas and 7 subsidiaries in India and 4 overseas Joint Ventures and 3 Associate Companies in India. List of subsidiaries/ JVs/ Associates which have become or ceased to be part of the Company is enclosed as Annexure 1.

Accounts of Subsidiaries

In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary companies/ joint venture as required in Form AOC 1 is enclosed as Annexure 2 to this Report.

7. Corporate Governance

The Company has complied with all the mandatory requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required by the said regulation, a separate ''Report on Corporate Governance'' forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

8. Management Discussion and Analysis

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ''Management Discussion and Analysis'' is given separately and forms part of this Report.

9. Employee Stock Option Scheme

The Company has 3 ESOP Schemes viz., Strides Arcolab eSoP 2011, Strides Arcolab ESOP 2015 and Strides Shasun ESOP 2016 Schemes.

Statement giving detailed information on stock options granted to Employees under the Company''s Employee Stock Option Schemes as required under the SEBI Regulation is enclosed as Annexure 3 to this Report.

10. Board of Directors & Key Managerial Personnel

The Company has completed several organic and inorganic strategies to put in place pivots for future growth. To guide the management team in rolling out the future strategies predominantly directed towards B2C businesses, the Board was reconstituted as under, effective May 18, 2017:

1. Mr. Arun Kumar, Founder and Executive Vice Chairman moved to a Non-Executive position and as Chairman of the Board. He will continue to provide strategic inputs to the management;

2. Mr. Homi Rustam Khusrokhan was appointed as Independent Director;

3. Mr. Shashank Sinha, Group CEO of the Company was appointed as Managing Director;

4. Mr. Badree Komandur, Group CFO of the Company was appointed as Executive Director; and

5. After long and distinguished association with the Company Mr. M.R. Umarji, Non-Executive Director, Mr. P.M. Thampi and Mr. A. K Nair, Independent Directors of the Company, Mr. Abhaya Kumar, Promoter and Executive Director of the Company relinquished their Board positions.

Post the above reconstitution, the Board Composition effective May 18, 2017 is as under:

#	Name of the Director	Designation
1	Arun Kumar	Non-Executive Director & Chairman of the Board
2	Deepak Vaidya	Non-Executive Director
3	Sridhar S	Independent Director
4	Bharat Shah	Independent Director
5	Sangita Reddy	Independent Director
6	Homi Rustam Khusrokhan	Independent Director
7	Shashank Sinha	Managing Director
8	Badree Komandur	Executive Director

Appointments/ Inductions

a) Mr. Homi Rustam Khusrokhan has been appointed as an Independent Director (Additional Director) of the Company effective from May 18, 2017, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend his appointment as an Independent Director of the Company for a period of five consecutive years effective from May 18, 2017, not liable to retire by rotation.

b) Mr. Shashank Sinha has been appointed as Managing Director (Additional Director) of the Company effective from May 18, 2017, who shall hold office until the date of the ensuing Annual General Meeting of the Company.

Your Directors recommend his appointment as Managing Director of the Company for a period of 3 years with effect from May 18, 2017, liable to retire by rotation.

c) Mr. Badree Komandur has been appointed as an Executive Director (Additional Director) of the Company effective from May 18, 2017, who shall hold the office until the date of the ensuing Annual General Meeting of the Company.

Your Directors recommend his appointment as an Executive Director of the Company for a period of 3 years with effect from May 18, 2017, liable to retire by rotation.

The Company has received requisite notices together with necessary deposits from the member proposing the election of Mr. Homi Rustam Khusrokhan, Mr. Shashank Sinha and Mr. Badree Komandur as Directors of the Company pursuant to Section 160 of the Companies Act, 2013.

Resignations

a) Mr. Abhaya Kumar resigned as Executive Director/ Whole-time Director of the Company with effect from May 18, 2017.

b) Mr. P. M Thampi and Mr. A K Nair resigned as an Independent Directors of the Company with effect from May 18, 2017.

c) Mr. M. R Umarji resigned as Non-Executive Director of the Company with effect from May 18, 2017.

The Board places on record its appreciation for the services rendered by each Directors during their tenure with the Company.

Board Composition

The Board comprises of adequate number of Executive and Non-Executive Directors as required under the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and represents an optimal mix of professionalism, knowledge and experience.

Pursuant to Board reconstitution, as on date of this Report, the Board comprised of 8 Directors comprising of 2 Executive Directors, 4 Independent Directors and 2 Non-Executive Directors. Chairman of the Board is Non-Executive.

The details of each members of the Board as on the date of this report forms part of Corporate Governance Report.

Retirement by Rotation

Mr. Deepak Vaidya, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his re-appointment to the Board.

Declaration by Independent Directors

The Company has received necessary declaration from each of the Independent Director that he/ she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board

During the year under review, the Board met 7 times. These meetings were held on May 16, 2016, August 17, 2016, October 28, 2016, November 7, 2016, December 15, 2016, February 3, 2017 and March 20, 2017. For further details, please refer to the Corporate Governance Report, which forms part of this Report.

Policy on Directors Appointment and Remuneration

The Directors of the Company are appointed by shareholders at the General Meetings.

As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company''s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as Annexure 4.

Board Evaluation

As stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act,

2013, and Schedule IV of the Companies Act, 2013, the evaluation of the Board as a whole and all directors was conducted based on identified criteria and framework.

The performance evaluation of the Chairman, Managing Director and the Non-Independent Directors were carried out by the Independent Directors and the performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated.

Performance evaluation criteria for each category of the Directors is part of the Board Evaluation Policy.

Key Managerial Personnel''s (KMPs)

As at March 31, 2017, the following were the KMP''s of the Company:

- Mr. Arun Kumar, Managing Director

* Mr. Abhaya Kumar, Executive Director

- Mr. Shashank Sinha, Group CEO

- Mr. Badree Komandur, Group CFO & CS

- Ms. Manjula Ramamurthy, Company Secretary (Appointed w.e.f February 3, 2017)

Consequent to the Board Reconstitution of the Company effective May 18, 2017, KMPs of the Company as on the date of this report are as under:

- Mr. Shashank Sinha, Managing Director;

- Mr. Badree Komandur, Executive Director; and

- Ms. Manjula Ramamurthy, Company Secretary

11. Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 5, forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

12. Corporate Social Responsibility (CSR)

The Company has undertaken “Corporate Social Responsibility (CSR)", initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed Annual Report on CSR activities undertaken during the financial year 2016-17 is enclosed as Annexure 6 to this Report.

13. Whistle Blower Policy

The Company has a Whistle Blower Policy in place as part of its vigil mechanism. The Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relations to the matters concerning the Company. Protected Disclosure are appropriately dealt with by the Whistle Officer or the Chairman of the Audit Committee.

The Policy is also available on the Company''s website at www.stridesarco.com

14. Insurance

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

15. Adequacy of Internal Financial Controls

The Company has designed and implemented a framework for Internal Financial Controls (“IFC") as required under Section 134 (5) (e) of the Companies Act, 2013.

For the Year ended March 31, 2017, the Board believes that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist.

The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new/ improved controls.

16. Risk Management

The Company has a risk management framework for identification and managing risks. Please refer the ''Management Discussion and Analysis'''' report forming part of the Annual Report for additional details.

17. Loans, Guarantees or Investments

Particulars of investments made, loans given and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Note no. (45) to the Standalone Financial Statements in the Annual Report.

18. Contracts or Arrangements with Related Parties

All the transactions with related parties are in the ordinary course of business and at arm''s length basis. Hence disclosure under Form AOC - 2 is not part of this report. However, transactions with related parties are disclosed in Note no. (45) to the Standalone Financial Statements in the Annual Report.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company.

Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.

19. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

20. Extract of Annual Return

Extract of Annual Return in Form MGT 9 is enclosed as Annexure 7 to the Board''s Report.

21. Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo

Details of Energy Conversation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo are enclosed as Annexure 8 to this Report.

22. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed M/s Gopalkrishnaraj HH & Associates, a firm of Company Secretaries in Practice (Certificate of Practice No: 4152) to undertake the Secretarial Audit. The Secretarial Audit Report is enclosed as Annexure 9 to the Board''s Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

23. Audit Report

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2017.

24. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, a listed company shall appoint/ re-appoint an Audit Firm as Statutory Auditor for not more than two terms of 5 consecutive years. At the time of giving effect to the above Section, a transition period of 3 years was granted for the Company and the Audit Firms to comply with these provisions.

M/s. Deloittee Haskins & Sells, Chartered Accountants (“Deloitte") are associated with the Company for about

18 years. In line with the above provisions, Deloitte were appointed as Statutory Auditor for a period of 3 years from FY'' 2014-15. Deloitte is due for retirement at the ensuing AGM of the Company.

The Board of Directors of the Company had recommended the appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022), Chartered Accountants as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26th AGM till the conclusion of the 31st AGM of the Company to be held in the Financial Year 2021-22, subject to ratification of appointment at every AGM of the Company.

25. Cost Auditors

The Board of Directors of the Company has appointed M/s. Rao, Murthy & Associates, Cost Accountants, (Firm Registration No.: 000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2016-17.

26. Directors'' Responsibility Statement

Pursuant to the requirement under clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of your company state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors 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 and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 of the Company 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 are operating effectively.

(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.

27. Acknowledgement

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.

We also acknowledge the support extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the Board of Directors

Date: August 11, 2017 Shashank Sinha Arun Kumar

Place: Bengaluru Managing Director Chairman

---

Mar 31, 2015

Dear Members,

The Company's directors are pleased to present the Twenty-Fourth Annual Report together with audited financial statements for the financial year ended March 31, 2015.

1. FINANCIAL SUMMARY (STANDALONE)

Figures in Millions

Year ended

March 31, 2015 (12 Months Period)

Rupees USD *

1.1 Financial Results

Income 10,295.94 164.74

Operating Profit (EBIDTA) 2,340.96 37.46

Net Profit (PAT) / (Loss) 5,323.19 85.17

Reserves and Surplus 14,148.07 226.37

1.2 Profits

Operating Profit (EBIDTA) 2,340.96 37.46

Less : Interest 344.23 5.51

Depreciation & Amortization 492.54 7.88

Exceptional items (Gain)/Loss (5,186.14) (82.98)

Profit before tax 6,690.33 107.05

Less: Provision for Tax

Current tax expenses 1,425.72 22.81

Current tax expense relating to prior years (11.87) (0.19)

Deferred tax expenses (46.71) (0.75)

MAT credit entitlement - -

Profit / (Loss) after tax 5,323.19 85.17

Opening balance of Profit and Loss 1,085.82 17.37

Add: Transferred from General reserve 560.72 8.97

Available for appropriation 6,969.73 111.52

1.3 Appropriations

Depreciation on transition to Schedule II of the Companies Act, (28.79) (0.46)

2013 on tangible fixed assets

Dividend on Equity Shares:

Interim Dividend Paid (6,254.39) (100.07)

Proposed Dividend (178.85) (2.86)

Dividend Tax:

On Interim Dividend (460.44) (7.37)

On proposed Dividend - -

Transfer to General Reserve - -

Balance carried to Balance Sheet 47.26 0.76

Figures in Millions

Year ended

March 31, 2015 March 31, 2014 (12 Months Period) (15 Months Period)

Rupees USD * RupeesUSD *

1.1 Financial Results

Income 11,847.81 198.39

Operating Profit (EBIDTA) 2,693.84 45.11

Net Profit (PAT) / (Loss) 35,129.25 588.23

Reserves and Surplus 15,713.55 263.12

1.2 Profits

Operating Profit (EBIDTA) 2,693.84 45.11

Less : Interest 1,050.31 17.59

Depreciation & Amortization 472.49 7.91

Exceptional items (Gain)/Loss (44,948.42) (752.65)

Profit before tax 46,119.46 772.26

Less: Provision for Tax

Current tax expenses 11,092.44 185.74

Current tax expense relating to prior years (35.00) (0.59)

Deferred tax expenses 43.90 0.74

MAT credit entitlement (111.13) (1.86)

Profit / (Loss) after tax 35,129.25 588.23

Opening balance of Profit and Loss 2,363.70 39.58

Add: Transferred from General reserve - -

Available for appropriation 37,492.95 627.81

1.3 Appropriations

Depreciation on transition to Schedule II of the Companies Act, - -

2013 on tangible fixed assets

Dividend on Equity Shares:

Interim Dividend Paid (29,783.30) (498.72)

Proposed Dividend (297.83) (4.99)

Dividend Tax:

On Interim Dividend (2,762.46) (46.26)

On proposed Dividend (50.62) (0.85)

Transfer to General Reserve (3,512.92) (58.82)

Balance carried to Balance Sheet 1,085.82 18.18

Note * 1 US$ = Rs. 62.50 (Exchange Rate as on March 31, 2015)

* 1 US$ = Rs. 59.72 (Exchange Rate as on March 31, 2014)

Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year.

2. BUSINESS OVERVIEW

Financial year 2014-15 was a eventful year for the Company. The quality of the business improved with enhanced topline and bottom-line.

Regulated Market Business

* Contributed 35% of group revenue for the period ended March 31, 2015

* Revenues stood at Rs. 4,255 Million, grew by 7% over last year

* Completed first full year of front end operations in North America

* Successfully launched 5 new products in the US - Calcitriol, Buspirone, Tacrolimus, Imiquimod Cream and Methoxsalen

* Vancomycin maintained a consistent market share

* Strong R&D capabilities with consistent product pipeline.

Emerging Market Business

* Contributed 33% of group revenue for the period ended March 31, 2015

* Revenues at Rs. 4,070 Million, growth of 41% over last year, despite adverse currency volatilities

* The Renerve brand clocked global Revenues of Rs. 750 Million

Africa

* Registered strong performance in French Africa through significant investments in sales force and newly commissioned manufacturing facilities

* Initiated E-detailing through iPads to doctors in Africa, one of the very few companies to do so in Africa

* Continued pipeline, registration and launches - Renerve achieved volume growth * Entered into new countries - Angola and Namibia

India

* Indian brand business crossed the Rs. 1 billion revenue

* ReNerve maintained the market leader position in South India.

* Acquired the global rights of Raricap strengthening the women's health portfolio * Integrated the field force of Raricap business, leading to pan-India presence

Institutional Business

* Contributed 32% of group revenue for the period ended March 31, 2015

* Revenues stood at Rs. 3,865 Million, growth of 16% over last year

* Growth driven by first full year of Anti-Malarial business despite delay in orders due to change in procurement mechanism

* Entered into an agreement with Gilead Sciences, Inc. to bring generic Sofosbuvir(Sovaldi®) and Harvoni to 91 developing countries and expanded to include Investigational Pan-Genotypic Agent

* Entered into an Agreement with Gilead Sciences, Inc. to manufacture and distribute TenofovirAlafenamide(TAF) based HIV treatments in 112 developing countries

* Collaborated with Medicines for Malaria Venture (MMV) for the development of rectal artesunate for pre-referral treatment of children with severe malaria

Bio Generics

* Biotech business has been branded as 'Stelis Biopharma'. We commenced R&D activities in its new center in Bengaluru with two products have reached the Animal Toxicity Study stage.

Corporate Actions

* During the year under review, the Board of Directors and the Shareholders of the Company and Shasun Pharmaceuticals Limited ('Shasun') approved a Scheme of Amalgamation between the two companies. The combination will create a vertically integrated pharma company of scale with strong presence in Front-ended Regulated Markets Finished Dosages, Emerging Markets Branded Generics, Institutional Business, Active Pharmaceutical Ingredients and Contract Research and Manufacturing Services.

* In May 2015, the Company announced that Strides Pharma Global Pte. Ltd, Singapore and Strides (Australia) Pharma Pty Ltd, Australia, both wholly owned subsidiaries of the Company signed definitive agreements with certain wholly owned subsidiaries of Aspen Pharmacare Holdings Limited, a company listed on the Johannesburg Stock Exchange (Aspen), to acquire a generic pharmaceutical business in Australia together with

The business and assets being acquired from Aspen have a current prescription market share that will rank Strides and its group entities as one of the top 3 generic pharmaceutical suppliers in Australia and among the top 10 pharmaceutical companies in the Australian pharma market.

* The company entered into an arrangement with GMS Holdings, a privately owned investment company, based in Jordan, for an investment of USD 21.90 Million for a 25.1% stake in Stelis Biopharma to fund its Greenfield Project subject to obtaining requisite regulatory approvals.

3. SHARE CAPITAL

The Authorized share capital of the Company as at March 31, 2015 is Rs. 1,517,500,000 divided into 89,750,000 equity shares of Rs. 10/- each and 620,000 Cumulative Redeemable Preference shares of Rs. 1,000/- each.

The Issued, Subscribed and Paid-Up Capital of the Company as at March 31, 2015 is Rs. 596,156,210 divided into 59,615,621 equity shares of Rs. 10/- each.

During the year there has been an increase in the equity Paid-Up Capital of the Company on account of allotment of 50,000 equity shares consequent to exercise of stock options.

4. DIVIDENDS

Your Directors are pleased to recommend a Final Dividend of Rs. 3 (Three) per equity share of face value Rs. 10/- each for the year ended March 31, 2015.

During the year under review, a Special Dividend of Rs. 105 (One hundred five) per equity share of face value Rs. 10/- each was declared by the Board of Directors of the Company on October 7, 2014 and paid to shareholders as on record date of October 17, 2014.

The total dividend for the financial year, including the proposed Final Dividend, amounts to Rs. 108 per equity share and will absorb Rs. 6,893.68 Million of reserves, including Dividend Distribution Tax of Rs. 460.44 Million.

5. DEPOSITS

The Company has not accepted any deposits and accordingly no amount is outstanding as on the balance sheet date.

6. SUBSIDIARY COMPANIES

As at March 31, 2015, the Company had 24 subsidiaries overseas and 4 subsidiaries in India and 1 Joint Venture entity overseas.

During the year under review:

a) Fagris Medica Private Limited, India and Altima Innovation Inc, USA became subsidiaries of the Company;

b) Stelis Biopharma Private Limited, India merged with Inbiopro Solutions Private Limited, India; and

c) Plus Farma ehf, Iceland, Strides Australia Pty Ltd, Australia and Strides S.A Pharmaceuticals Pty Ltd., South Africa were wound up.

Accounts of Subsidiaries

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary companies/ joint venture as required in Form AOC 1 is enclosed as Annexure 1 to this Report.

7. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities & Exchange Board of India through clause 49 of the Listing Agreement. As required by the said clause, a separate "Report on Corporate Governance" forms part of the Annual Report of the Company.

A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, "Management Discussion and Analysis" is given separately forming part of this Report.

9. EMPLOYEE STOCK OPTION SCHEME

The Company has four employee stock option schemes viz., Strides Arcolab ESOP 2006, Strides Arcolab ESOP 2008, Strides Arcolab ESOP 2011 and Strides Arcolab ESOP 2008 (Directors) Schemes.

Statement giving detailed information on stock options granted to Employees under the Company's Employee Stock Option Schemes as required under the SEBI Regulation is enclosed as Annexure 2 to this Report.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Board Composition

The Board comprises of adequate number of Executive and Non-Executive Directors as required under the Companies Act, 2013 read with Rules made thereunder and the Listing Agreement entered into with the Stock Exchanges.

As on date of this Report, the Board comprises of 8 Directors comprising of 1 Executive Director, 4 Independent Directors and 3 Non-Executive Directors. Chairman of the Board is a Non-Executive Director.

Meetings of the Board

During the year ended March 31, 2015, the Board met 6 times. These meetings were held on May 23, 2014, July 25, 2014, September 29, 2014, October 7, 2014, November 7, 2014 and February 2, 2015. Further, the Twenty-Third Annual General Meeting (AGM) of the Company was held on Tuesday, September 09, 2014.

Policy on Directors Appointment and Remuneration

The Directors of the Company are appointed by shareholders at the General Meetings.

As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

The Company's Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as Annexure 3 to this Report.

Board Evaluation

Pursuant to Clause 49 of the Listing Agreement, the Companies Act, 2013, and Schedule IV of the Companies Act, 2013, the evaluation of the Board as a whole and all directors was conducted based on identified criteria and framework.

The performance evaluation of the Chairman, Managing Director and the Non-Independent Directors was carried out by the Independent Directors and the performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director that he/ she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Retirements and Resignations

Mr. Bharat Shah, non-executive Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his re-appointment to the Board.

None of the Independent Directors are due for reappointment.

During the year Mr. Mukul Sarkar, Nominee Director ceased to be a Director of the Company consequent to withdrawal of his nomination by Exim Bank with effect from December 15, 2014.

Key Managerial Personnel

During the year under review, Mr. Arun Kumar, Managing Director and Mr. Badree Komandur, Chief Financial Officer and the Company Secretary were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

11. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Gopalkrishnaraj HH & Associates, a firm of Company Secretaries in Practice (Certificate of Practice No: 4152) to undertake Secretarial Audit. The Secretarial Audit Report is annexed as Annexure 4 to this Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

12. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT 9 is enclosed as Annexure 5 to this Report.

13. PARTICULARS OF EMPLOYEES

Particulars as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is annexed as Annexure 6 to this Report.

Further, the particulars of employees required under Rule 5(2) and 5(3), showing a statement of names and other particulars of employees drawing remuneration in excess of the limits as set out in the said rules is provided in a separate annexure forming part of this Report. The report and the accounts are being sent to the members excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

14. CORPORATE SOCIAL RESPONSIBILITY

The Company has undertaken "Corporate Social Responsibility" (CSR), initiatives in areas of Health, Education and Livelihood which are projects in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities, is enclosed as Annexure 7 to this Report.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy is in place. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Policy covering all employees, Directors and other persons having association with the Company is hosted on the Company's website (http://www.stridesarco.com/ investor-committeboard.html)

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arm's length basis. There are no material contracts or arrangement or transactions at arm's length basis.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company (http://www.stridesarco.com/investor- committeboard.html)

Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.

Transactions with the related parties are disclosed in Note No. 47 to the financial statements in the Annual Report.

17. INSURANCE

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a framework for Internal Financial Controls ("IFC") within the meaning of explanation to Section 134 (e) of the Companies Act, 2013.

For the Year ended March 31, 2015, the Board believes that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist.

The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new/ improved controls.

19. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Particulars of investments made, loans given and guarantees provided is as per details given below:

Name of the Relationship Investment * Loan Guarantee entity

Stelis Biopharma Wholly Owned Rs.146.13 - - Private Limited, Subsidiary Million India

Strides Subsidiary Rs.481.06 Rs.27.18 - Healthcare Million Million Private Limited, India

Fagris Medica Subsidiary Rs.9.20 Rs.10.50 - Private Limited, Million Million India

Strides Pharma Wholly Owned Rs.90.38 - USD Asia Pte., Ltd, Subsidiary Million 55.00 Singapore Million

Stelis Biopharma Wholly Owned - - USD (Malaysia) Subsidiary 29.50 Sdn Bhd Million Note: *Does not include share application money. Refer notes forming part of the financial statements

20. RISK MANAGEMENT

Company has a risk management framework for identification and managing risks. Please refer the 'Management Discussion and Analysis' report forming part of the Annual Report for additional details.

21. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, the Board of Directors of your company confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

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

22. CONSERVATION OF ENERGY, R&D, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is enclosed as Annexure 8 to this Report.

23. STATUTORY AUDITORS

At the Annual General Meeting held on September 9, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, (ICAI Registration Number 008072S) were appointed as statutory auditors of the Company for a period of 3 years viz., till the conclusion of 26th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

24. AUDIT REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2015.

25. DISCLOSURES

(a) There has been no change in the nature of business of the Company during the year under review.

(b) There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

(c) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of Financial year and the date of this Report.

26. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.

We also acknowledge the support and wise counsel extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the Board of Directors

Date: May 22,2015 Deepak Vaidya Arun Kumar Place: Bengaluru Chairman Executive Vice Chairman & Managing Director

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Mar 31, 2014

DEAR MEMBERS,

The Company''s directors are pleased to present the twenty-third Annual Report together with audited fnancial statements for the 15 months period ended March 31, 2014.

1. STANDALONE FINANCIALS

(Figures in Million)

Period ended

March 31, 2014 December 31, 2012 (15 Months period) (12 Months period)

Rs. US$ * Rs. US$ *

1.1 Financial Results

Income 11,847.81 201.70 8,309.15 155.03

Operating Profit (EBITDA) 2,693.84 45.86 2,146.14 40.04

Net Profit (PAT) / (Loss) 35,129.25 598.05 559.86 10.45

Reserves and Surplus 15,713.55 267.51 13,126.10 244.90

1.2 Profits Operating Profit (EBITDA) 2,693.84 45.86 2,146.14 40.04

Less : Interest (1,050.31) (17.88) (712.20) (13.29)

Depreciation & Amortisation (472.49) (8.04) (190.99) (3.56)

Exceptional items incl. AS 30 44,948.42 765.22 (644.09) (12.02)

Profit before tax 46,119.46 785.15 598.86 11.17

Less: Provision for Tax

Current tax expenses 11,092.44 188.84 206.5 3.85

Current tax expense relating (35.00) (0.60) - - to prior years

Deferred tax expenses 43.90 0.75 - -

MAT credit entitlement (111.13) (1.89) (167.50) (3.13)

Profit / (Loss) after tax 35,129.25 598.05 559.86 10.45

Available for appropriation 35,129.25 598.05 559.86 10.45

1.3 Appropriations

Dividend on Equity Shares

Interim Dividend Paid (29,783.30) (507.04) - -

Proposed Dividend (297.83) (5.07) (117.99) (2.20)

Dividend Tax

On Interim Dividend (2,762.46) (47.03) - -

On proposed Dividend (50.62) (0.86) (19.14) (0.36)

Transfer to General Reserve (3,512.92) (59.81) (43.00) (0.80)

Balance Carried to Balance Sheet (1,277.88) (21.76) 379.73 7.08

Note * 1 US$ = Rs. 58.74 (Exchange Rate as on March 31, 2014)

* 1 US$ = Rs. 53.60 (Exchange Rate as on December 31, 2012)

Previous year fgures have been regrouped/restated wherever necessary to make them comparable with those of the current year.

2. busIness oVerVIew

The year 2013-14 was very eventful at Strides. We successfully completed the Agila sell-off to Mylan and distributed value among shareholders and employees. Our continued pharmaceutical business demonstrated improvements in EBITDA margins and cash flows.

Your Company operates in two major segments namely pharmaceuticals and Biogenerics.

Pharma Generics

- Contributed 37% of group revenue for the period ended March 31, 2014

- Leading generics platform focused on the regulated markets with strong partnerships and front - ending presence

- Two State-of-the-art manufacturing facilities approved by key global regulatory authorities including US FDA

- Strong R&D capabilities with pipeline focused on high entry barriers products.

BRANDED GENERICS

- Contributed 24% of group revenue for the period ended March 31, 2014

- Regional player in Africa with manufacturing, sales and marketing platform for branded generic pharmaceuticals and OTC medicines

- Established regional player in Southern India in niche branded pharmaceutical products

- "Renerve" is the fagship brand with leading market position

Institutional business

- Contributed 39% of group revenue for the period ended March 31, 2014

- Sales of antiretroviral and anti-Malaria medicines to African government programmes backed by large donor agencies providing highly visible and reliable funding

- Key supplier to programs funded by Global fund, PFSCM, USAID, UNITAID, WHO, UNICEF, PEPFAR & Clinton Foundation

BIO GENERICS

-Biotech business has been branded as ''Stelis Biopharma''. R&D initiatives have commenced at our state-of-the-art R&D facility in Bangalore, which is dedicated to bio-pharmaceuticals, catering to an internal pipeline as well as partnering activities.

3. SHARE CAPITAL

The Authorised share capital of the Company as at March 31, 2014 is Rs. 1,517,500,000.00 divided into 89,750,000 equity shares of Rs. 10.00 each and 620,000 Cumulative Redeemable Preference shares of Rs. 1,000.00 each.

The Issued, Subscribed and Paid-Up Capital of the Company as at March 31, 2014 is Rs. 595,656,210.00 divided into 59,565,621 equity shares of Rs. 10.00 each.

During the period under review there has been an increase in the equity Paid-Up Capital of the Company on account of allotment of 761,900 shares consequent to exercise of stock options.

4. DIVIDENDS

Your Directors are pleased to recommend a Final Dividend of Rs. 5.00 per equity share of face value ofRs. 10.00 each for the year ended 31st March, 2014.

During the period under review , a Special Dividend of Rs. 500.00 per equity share was declared on December 10, 2013 and paid to shareholders as on record date of December 20, 2013.

The total dividend for the 15 months period, including the proposed Final Dividend, amounts to Rs. 505.00 per equity share and will absorb Rs. 3,289.42 Crores, including Dividend Distribution Tax of Rs. 281.30 Crores.

5. FIXED DE POSITS

The Company has not accepted any fixed deposits and accordingly no amount is outstanding as on the balance sheet date.

6. DIvestment of entitles in specialties business (AGILA) & Crystallizing significant Value created at AGILA

In February 2013, the Company and its wholly-owned subsidiary, Strides Pharma Asia Pte. Limited, Singapore (then known as Agila Specialties Asia Pte. Limited), had entered into defnitive agreements with Mylan Inc. USA for hiving off entities in Specialties Business.

The hive off of the Specialties Business was by way of sale of shares (a) held by Strides Arcolab, India in its wholly-owned subsidiary, Agila Specialties Private Limited, India; and (b) held by Strides Pharma Asia Pte Ltd., Singapore in its wholly-owned subsidiary, Agila Specialties Global Pte Ltd, Singapore.

Vide Share Purchase Agreement dated December 5, 2013, the Company and Strides Pharma Asia Pte Ltd completed the sale of shares in Agila Specialties Private Limited to Mylan Laboratories Limited, India a subsidiary of Mylan Inc and that of Agila Specialties Global Pte Ltd to Mylan Institutional Inc., USA. a subsidiary of Mylan Inc respectively.

The Enterprise Value for the Specialties Business was US$ 1,750 (including a hold back of US$ 250 Million).

The proceeds of the transaction was used to:

- Reduce debt and incur costs related to the satisfaction of certain contingent conditions

- Pay out a special dividend of Rs. 500.00 per share, resulting in a pre-tax distribution of US$ 525 Million, thus returning 88% of the free cash available with the company

- Retained US$75 Million for growth capital.

The Company''s transaction with Mylan received the M&A Atlas Global Major Markets Award as one of the top Cross Border Deal of the Year.

7. CREDIT RATING

During the year under review, Rating Agencies reaffrmed/issued credit ratings to Strides as under:

- Fitch: from BBB to A on the overall company performance. The Outlook is Stable.

- ICRA: Long term debt: A and Short term debt: from A2 to A1 which is the highest in its category.

8. RESEARCH & DEVELOPMENT

Detailed write-up on Research & Development activity forms part of the annexure to the Directors'' report.

9. CHANGE OF FINANCIAL YEAR

Board of directors of the Company in their meeting held on December 10, 2013 approved change of fnancial year of the Company from January-December to that of April-March. Consequently, the current fnancial year is for a period of 15 months i.e., from January 1, 2013 to March 31, 2014. The change in fnancial year is in line with the requirement of Companies Act, 2013.

10. SUBSIDIARY COMPANIES

The Company has 25 subsidiaries overseas and 3 subsidiaries in India as on March 31, 2014

In accordance with Accounting Standard AS-21 on consolidated fnancial statements read with Accounting Standard AS-27 on Accounting for Joint Ventures, the audited consolidated fnancial statements are provided in this Annual report.

New entities incorporated during the year under strides Group

1) Strides Pharma Inc., USA

2) Strides Actives Private Limited, India

Entities wound up in strides Group

1) Strides Pharmaceuticals (Holdings) Limited, Mauritius

2) Strides Pharmaceuticals (Mauritius) Limited, Mauritius

Entities divested from strides Group

Pursuant to the sale of shares in Agila Specialties Private Limited to Mylan Laboratories Limited, India a subsidiary of Mylan Inc., and that of Agila Specialties Global Pte Ltd to Mylan Inc., respectively, the following entities ceased to be subsidiaries of the Company:

1) Agila (NZ) Pty Ltd, New Zealand

2) Agila Australia Pty Ltd, Australia

3) Agila Especialidades Farmaceuticas Ltda, Brazil

4) Agila Farmaceutica Participacoes Ltd, Brazil

5) Agila Jamp Canada Inc., Canada

6) Agila Marketing e Distribuicao De Producos Hospitalares Ltda, Brazil

7) Agila Specialties (Holdings) Cyprus Limited, Cyprus

8) Agila Specialties Americas Ltd, Cyprus

9) Agila Specialties Global Pte Ltd, Singapore

10) Agila Specialties Inc, USA

11) Agila Specialties Investments Limited, UK

12) Agila Specialties Pharma Corporation, Canada

13) Agila Specialties Polska Sp.Z.o.o, Poland

14) Agila Specialties Private Limited, India

15) Agila Specialties UK Limited, UK

16) Catalist Pty Ltd, Australia

17) Farma Plus AS, Norway

18) Onco Laboratories Ltd, Cyprus

19) Onco Therapies Limited, India

20) Sagent Agila LLC, USA

ACCOUNTS OF SUBSIDIARIES

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies, is attached to the Accounts. In terms of General Exemption, under Section 212 (8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the Audited Statement of Accounts, Auditors'' Reports thereon and the Reports of the Board of Directors of the Company''s subsidiaries for the fnancial year ended March 31, 2014, have not been annexed.

The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered Office and Corporate Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. However, as directed by the said circular, the fnancial data of the subsidiaries have been furnished under ''subsidiary companies particulars'' forming part of the Annual Report.

11. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance specifed by the Securities & Exchange Board of India through clause 49 of the Listing Agreement. As required by the said clause, a separate "Report on Corporate Governance" forms part of the Annual Report of the Company. A certifcate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, "Management Discussion and Analysis" is given separately forming part of this Report.

13. EMPLOYEE STOCK OPTION SCHEME

The Company has granted ESOPs to eligible employees under the Strides Arcolab ESOP 2006, Strides Arcolab ESOP 2008, Strides Arcolab ESOP 2011 and to Directors under Strides Arcolab ESOP 2008 (Directors) Schemes.

No employee has been issued stock options during the year equal to or exceeding 1% of the issued capital of the company at the time of grant.

Statement giving additional information in terms of Regulation 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this Report.

14. BOARD OF DIRECTORS

- The term of Office of Mr. Arun Kumar, Managing Director expired on May 23, 2014. The Board of Directors of the Company in their meeting held on May 23, 2014 approved reappointment of Mr. Arun Kumar for a further period of 5 years. In accordance with Section 196, 197, 198 and other applicable provisions of the Companies Act, 2013, approval of the members will be sought at the ensuing Annual General Meeting of the Company for his reappointment for a further term of 5 years, i.e., upto May 23, 2019. Your directors recommend his reappointment as Managing Director.

- Mr. M R Umarji ceased to be an Independent Director with effect from April 1, 2014 in terms of Clause 49 of the Listing Agreement and Section 149 (6) of the Companies Act, 2013. He continues to be on the Board of Strides as Non-Executive Director.

Mr. Umarji retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Your directors recommend his re-appointment as Non-Executive Director, liable to retire by rotation.

- Mr. Deepak Vaidya was appointed as a Director in January 1998 and as Chairman of the Board of Directors (Board) in February 2006. He became an Independent Director in February 2010. Mr. Vaidya has served as a member of the Board of Directors for over 16 years. Considering his long tenure in Office and as a measure of good corporate governance, Mr. Vaidya has opted to be considered as Non-Independent Director with effect from July 25, 2014 and he will continue to be the Chairman of the Board.

Mr. Vaidya retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his re-appointment to the Board.

- Ms. Sangita Reddy was appointed to the Board of the Company as an Additional Director on February 7, 2014. Being appointed as an Additional Director in the Board, Ms. Sangita Reddy will hold Office till the conclusion of the ensuing Annual General Meeting of the Company.

The requisite notices together with necessary deposits have been received from a member pursuant to Section 160 of the Companies Act, 2013 proposing the election of Ms. Sangita Reddy as a Director of the Company.

Your directors recommend her appointment as Independent Director, not liable to retire by rotation, for five consecutive years from the date of passing of the resolution by the members approving her appointment.

- Mr. Bharat Shah was appointed to the Board of the Company as an Additional Director on July 25, 2014. Being appointed as an Additional Director in the Board, Mr. Bharat Shah will hold Office till the conclusion of the ensuing Annual General Meeting of the Company.

The requisite notices together with necessary deposits have been received from a member pursuant to Section 160 of the Companies Act, 2013 proposing the election of Mr. Bharat Shah as a Director of the Company.

Your directors recommend his appointment as Non-Executive Director, liable to retire by rotation.

- As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. S. Sridhar, Mr. P.M. Thampi and

Mr. AK. Nair as Independent Directors form part of the Notice of the Annual General Meeting.

- Mr. K R Ravishankar, Promoter and Non-Executive Director of the Company vacated Office pursuant to Section 283

(1) (g) of the Companies Act, 1956 w.e.f February 7, 2014. The Board places on record its appreciation for the distinguished service and contribution made by Mr. K R Ravishankar as Promoter and Director of the Company.

15. PERSONNEL

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the Provisions of Section 219(1) (b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining a copy of such particulars may write to the Company Secretary.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company knowing its responsibility towards the society and environment in which it operates and accordingly had been working towards CSR initiatives. In terms of Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee to monitor the CSR activities of the Company in terms of the provisions of the Act.

17. INSURANCE

The assets / properties of the Company are adequately insured against loss due to fre, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act 1956, the Directors state that they have:

a) Followed the applicable accounting standards in the preparation of annual accounts have been followed and no material departure have been made from the same.

b) Selected such accounting policies and applied them consistently and made adjustments 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 fnancial year and of the Profit of the Company for that period.

c) taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) prepared the annual accounts on a going concern basis.

19. AUDITORS REPORT

Refer Paragraph 4 of the Auditor''s Report on Consolidated Financial Statements:

The unaudited fnancial information included in the consolidated fnancial statements primarily relate to entities which are part of the discontinued operations of the Group.

The Company is of the view that the operations of other entities which were not subjected to audit is not material to the Consolidated Financial Statement for the period ended March 31, 2014

20. Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors'' Report.

21. STATUTORY AUDITORS

The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered Accountants, Bangalore (Registration Number 008072S) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company has received a letter from Deloitte Haskins and Sells to the effect that their appointment, if made, would be in accordance with Section 139 of the Companies Act, 2013 and that, they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint Deloitte Haskins & Sells as statutory auditors of the Company for a period of three (3) years from the conclusion of the forthcoming AGM till the conclusion of Twenty-Sixth Annual General Meeting to be held in the year 2017, subject to ratifcation of their appointment at every Annual General Meeting. Your Directors recommend their reappointment.

22. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

23. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confdence reposed on us by the medical profession and trade.

We also acknowledge the support and wise counsel extended to us by the bankers, fnancial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the Board of Directors

Place: Bangalore, India Deepak Vaidya – Chairman

Date: July 25, 2014 Arun Kumar – Executive Vice Chairman & Managing Director

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Dec 31, 2012

Dear Members,

The Company''s directors are pleased to present the Twenty Second Annual Report together with audited financial statements for the financial year ended December 31, 2012.

1. CONSOLIDATED FINANCIALS

(Figures in Million)

Year ended

2012 2011 Rs. USD* Rs. USD*

1.1 Financial Results

Income 23,656.70 441.37 25,817.14 484.65

Operating Profit (EBIDTA) 5,936.65 110.76 5,223.50 98.06

Net Profit (PAT) / (Loss) 8,462.37 157.88 2,244.75 42.14

Reserves and Surplus 19,674.39 367.07 13,130.96 246.50

1.2 Profits

Operating Profit(EBIDTA) 5,936.65 110.76 5,223.50 98.06

Less : Interest 1,934.41 36.09 1,948.30 36.57

Depreciation & Amortisation 1,094.83 20.43 1,043.01 19.58

Exceptional items incl. AS 30 6,587.49 122.90 494.67 9.29

Profit before tax 9,494.90 177.15 2,726.86 51.19

Less: Provision for Tax

Current 843.01 15.73 709.79 13.32

Deferred 473.74 8.84 (158.49) (2.98)

MAT credit entitlement (295.30) (5.51) (164.50) (3.09)

Profit/(Loss) after tax 8,473.45 158.09 2,340.06 43.93

Less:Share of Profit of Minority 11.08 0.21 95.31 1.79

Interest

Profit after Minority Interest 8,462.37 157.88 2,244.75 42.14

Available for appropriation 12,919.90 241.05 4,682.61 87.90

1.3 Appropriations 87.90 65.41

2,924.28

Dividend on Equity Shares 117.99 2.20 117.37 2.20 (proposed)

Dividend Tax 19.16 0.36 18.71 0.35

Transfer to General Reserve 43.00 0.80 89.00 1.67

Balance carried to Balance Sheet 12,739.75 237.69 4,457.53 83.68

Note * 1 USD= Rs. 53.60 (Exchange Rate as on December 31, 2012)

* 1 USD= Rs. 53.27 (Exchange Rate as on December 31, 2011)

Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year.

1. TURNOVER AND PROFITS

On a consolidated basis, the total income during the year stood at Rs. 23,656.70 Million against Rs. 25,817.14 Million in the previous year. The Company posted a net profit of Rs. 8,462.37 Million as against Rs. 2,244.75 Million in the previous year.

On a Standalone basis the total income during the year stood at Rs. 8,309.15 Million as against Rs. 7,692.19 Million in the previous year. TheStandalonenetprofitis Rs. 559.86 Million as against a net profit ofRs. 1,179.25 Million for the previous year.

Detailed analysis on financial performance is given in the Management Discussion and Analysis Report and CFO''s Review which forms part of the Annual Report.

2. DIVIDEND

The Board is pleased to recommend a dividend of 20% (i.e., Rs. 2/- per equity share of Rs. 10/- each for the year ended December 31, 2012.

The dividend, subject to approval of shareholders at the Annual General Meeting will be paid to those shareholders whose name appears in the Register of Members of the Company as on the date of Book Closure.

The dividend would be tax-free in the hands of the shareholders.

3. SHARE CAPITAL

The Authorised share capital of the Company as at December 31, 2012 is Rs. 1,517,500,000 divided into 89,750,000 equity shares of Rs. 10/- each and 620,000 Cumulative Redeemable Preference shares of Rs. 1,000/- each.

The Issued, Subscribed and Paid-Up Capital of the Company as at December 31, 2012 is Rs. 588,037,210 divided into 58,803,721 equity shares of Rs. 10/- each.

During the year there has been an increase in the equity Paid-Up Capital of the Company on account of allotment of 423,550 shares consequent to exercise of stock options.

4. BUSINESS OVERVIEW

2012 began and ended on an optimistic note for the Company. During the year, our revenues and EBIDTA increased considerably, compared to 2011, primarily driven by consistent new product launches and increase in operational scale.

Besides, both Agila and Pharma divisions demonstrated significant operating leverage across all global manufacturing facilities and consistent regulatory filings. Besides, there were significant corporate initiatives round the year.

Key Business Highlights for 2012 Pharma

Collaboration with Gilead Sciences

The Company entered into an in-licensing agreement to collaborate with Gilead Sciences, Inc. to promote access to high-quality, low-cost generic versions of Gilead''s HIV medicine emtricitabine (FTC) in developing countries - including fixed- dose combinations of emtricitabine co- formulated with other Gilead HIV medicines.

Funding from French Development Financing Institution

During the year the French Development Financing Institution Proparco invested USD12.5 Million in the form of equity participation for a 20% stake in Strides'' African front-end arm, valuing the African operations at about USD 60 Million. The proceeds will be used to create additional manufacturing infrastructure in key markets in Africa and to build a regional Company.

Biotech

Consolidation of stake in Inbiopro

During the year 2012, the Company consolidated its stake in Inbiopro Solutions Private Limited (Inbiopro) the Biotech arm of the Company from the initial holding of 70% to 96.79%.

As at the date of this report the Company further consolidated its stake to 100% and consequently Inbiopro is a wholly owned subsidiary of the Company.

Customised Biotech facility in Malaysia

In March 2013, the Company''s wholly owned subsidiary Agila Biotech (Malaysia) SDN BHD, Malaysia, entered into an arrangement with Bio-XCell Sdn Bhd (Malaysian Government undertaking) for the establishment of a customised biotech facility located in the Bio-XCell ecosystem in Johor, Malaysia.

The Company plans to incorporate into this facility, the "next-generation" technology platforms which revolutionise the way biomolecules are developed, manufactured and commercialised.

Specialties (Agila)

Brazil Sterile Penems Facility - US FDA approval

In February 2012, the Brazilian Sterile Penems facility received US FDA approval. This state-of-the-art facility manufactures sterile dry powder injectables of Penems. The plant has already been approved by other international regulatory agencies like MHRA and ANVISA.

Polish Facility - US-FDA approval

During the year, the Company''s polish sterile facility received US-FDA approval. This state-of-the-art facility located in Warsaw, Poland, manufactures vials, ampoules, pre-filled syringes and lyophilized injections. The approval offers significant flexibility to the manufacturing which is currently experiencing strong demand on a worldwide basis.

Acquisition of USFDA approved Sterile Manufacturing Facility

During the year, the Company through its wholly owned subsidiary, Agila Specialties Private Limited acquired a USFDA approved Sterile Formulations facility situated at Hosur, Tamil Nadu from Star Drugs and Research Labs Limited.

Joint Venture with Jamp Pharma Corporation

During the year, the Company through its wholly owned subsidiary Agila Specialties Pharma Corporation, Canada (part of injectable division of Strides), formed a joint venture with Jamp Pharma, a Canadian generic drug company, to introduce a variety of quality injectable generic drugs in Canada.

Collaboration with Eli Lilly

In December 2012, the Company along with its subsidiary Agila Specialties Private Limited collaborated with Eli Lilly to expand delivery of cancer medicines in the emerging markets. As a part of this arrangement, Lilly will in-license a portfolio of high-quality, branded generic injectable and oral cancer medicines from

Agila Specialties, the specialties division of Strides.

5. DIVESTMENTS

Sale of "Agila specialties" division to Mylan Inc., USA

In February 2013, the Company entered into a definitive agreement with Mylan Inc., USA for the sale of its Specialties Division to Mylan Inc., USA.

This will be effected through the sale of shares of the Company held in its subsidiary, Agila Specialties Private Limited in India and the shares of Agila Specialties Global Pte Limited, Singapore held by the overseas subsidiary, Agila Specialties Asia Pte., Limited, Singapore.

Under the terms of the agreement, the Company and its subsidiary (Agila Specialties Asia Pte Limited, Singapore) will receive an aggregate sum of USD 1,600 Million in cash on closing and a potential additional consideration of up to USD 250 Million subject to the satisfaction of certain conditions by Strides.

Sale of Australia and South East Asian Business division to Watson Pharmaceuticals Inc., USA

In a transaction that was closed on January 24, 2012, the Company sold its Australia and South East Asian Business to Watson Pharmaceuticals Inc., USA for AUD 375 Million resulting in divestment of its stake in Ascent Pharmahealth Limited, Australia and its subsidiaries.

6. RESEARCH & DEVELOPMENT

Detailed write-up on Research & Development activity forms part of the annexure to the Directors'' report.

7. SUBSIDIARY COMPANIES

The Company has 46 subsidiaries (Overseas & India) as on December 31, 2012

In accordance with Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-27 on Accounting for Joint Ventures, the audited consolidated financial statements are provided in this Annual report.

Material Unlisted Subsidiary

During the year 2012, Agila Specialties Private Limited, a wholly owned subsidiary of the Company became a Material Unlisted Subsidiary and in term of Clause 49 (III) of the Listing Agreement, Mr. PM Thampi, Independent Director on the Board of the Strides Arcolab, the holding Company of Agila Specialties, services as a director on the Board of Agila Specialties.

Subsidiaries added to the Group during the year

a) Agila (NZ) Pty Ltd, New Zealand.

b) Agila Australasia Pty Limited, Australia

c) Agila Biotech Private Limited, Bangalore

d) Agila Specialties Americas Ltd, Cyprus

e) Agila Specialties Global Pte. Ltd, Singapore

f) Agila Specialties UK Limited, UK

g) Strides Emerging Markets Private Limited, Bangalore

Subsidiaries which ceased to be part of the Group during the year

a) Ascent Pharmahealth Limited,

Australia

b) Ascent Pharma Pty Limited, Australia

c) Ascent Pharmaceutical Limited, New Zealand

d) Ascent Pharmacy Service Pty Limited, Australia

e) Ascent Pharmahealth (Asia) Pte. Limited, Singapore

f) Ascent Pharmahealth Asia (Hong Kong) Limited, Hong Kong

g) Ascent Pharmahealth Asia (Malaysia) SDN.BHD, Malaysia

h) Drug Houses of Australia (Asia) Pte. Limited, Singapore

i) Pharmasave Australia Pty Limited, Australia

j) Scentia Pharmaceuticals Pty Ltd., Australia

Accounts of Subsidiaries:

In terms of the General Circular 2 of 2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the audited Financial Statements of the Company''s subsidiaries have not been attached to this Report. The Financial Statements of the subsidiaries shall be made available to the shareholders of the Company/ the Company''s subsidiaries seeking such information any point of time and such Financial Statements will also be kept for inspection during business hours by any shareholder at the registered office and the corporate office of your Company/ the Company''s subsidiaries. The Company will also make available the audited annual accounts and related information of the subsidiary companies, upon request by any shareholder of the Company.

8. CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities & Exchange Board of India through clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance forms part of the Annual Report ofthe Company. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, Management Discussion and Analysis report forms part of this Report.

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits and accordingly no amount is outstanding as on the balance sheet date.

11. EMPLOYEE STOCK OPTION SCHEME

The Company has granted ESOPs to few eligible employees under the Strides Arcolab ESOP 2006 and Strides Arcolab ESOP 2008 and to Directors under Strides Arcolab ESOP 2008 (Directors), particulars of which are provided in the Corporate Governance Report forming part of this report.

No options have been granted to employees under Strides Arcolab ESOP 2011 scheme yet.

No employee has been issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Statement giving additional information in terms of Regulation 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this Report.

12. REDEMPTION OF FCCBS

During the year, the Company redeemed the outstanding USD 80 Million Foreign Currency Convertible Bonds (FCCBs) on June 27, 2012. The Company had originally raised USD 100 Million FCCBs in the year 2007 and had bought back USD 20 Million during the year 2009.

The total payout for redeeming the outstanding bonds was USD 116 Million including the redemption premium of 145.058%. Post this redemption, there are no outstanding FCCBs.

13. BOARD OF DIRECTORS

Mr. Deepak Vaidya and Mr. M.R Umarji are directors who retire by rotation and being eligible, offer themselves for reappointment. Your directors recommend their re-appointment to the Board.

Mr. Sridhar S joined the Board of the Company as an Independent Director on July 27, 2012. Mr. Sridhar would also serve as a member of the Audit Committee of the Board. In his earlier engagement, Mr. Sridhar served as Chairman and Managing Director of Central Bank and has around 38 years of rich experience in commercial and development banking.

Mr. Virtanes Saatci, Non-Executive Director, resigned from the Board of the Company with effect from 24.04.2012. Mr. Saatci was associated with the Company since February 1995 and has contributed immensely to its growth and success. Your Directors record their deep appreciation for the valuable contribution made by Mr. Saatci during his tenure.

Mr. V.S Iyer, Executive Director, resigned from the Board of the Company with effect from May 25, 2012. Mr. V.S Iyer continues to be engaged with the Company in his role as CEO - Agila. Your Directors record their appreciation for the services of Mr. V S Iyer as Executive Director of the Company.

14. PERSONNEL

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 will be provided on request.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act 1956, the Directors state that they have:

a) followed the applicable accounting standards in the preparation of annual accounts. However, deviations from accounting standards has been carried out with reference to the scheme of arrangement sanctioned in earlier years by the Hon''ble High Court of Bombay for amalgamation of the Company''s subsidiaries Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum Remedies Private Limited (the transferor companies) with Strides Arcolab Limited (the transferee company). Refer notes to accounts for details of the same.

b) selected such accounting policies and applied them consistently and made adjustments 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 ofthe profit ofthe Company for that period.

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) prepared the annual accounts on a going concern basis.

16. AUDITORS REPORT

Refer Paragraph 5(b) of the Auditor''s Report with reference to Note 2(g) in the consolidated financial statements : The Company is of the view that the operations of these entities are not material and hence have not been subjected to audit.

17. CONSERVATION OF ENERGY, R&D, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors'' Report.

18. STATUTORY AUDITORS

The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered Accountants, Bangalore (ICAI registration number 008072S) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

19. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

20. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.

We also acknowledge the support and wise counsel extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the Board of Directors

Deepak Vaidya - Chairman

Arun Kumar - Vice Chairman & Managing Director

Place : Bangalore, India

Date: April 25, 2013

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Dec 31, 2010

We are pleased to present the Twentieth Annual Report together with the Audited Accounts for the year ended December 31, 2010.

1 CONSOLIDATED FINANCIALS

(Figures in Million)

Year ended December 2010 Year ended December 2009 Rupees USD * Rupees USD *

1.1 Financial Results

Income 17,655.43 394.89 13,283.41 285.54

Operating Profit (EBIDTA) 3,963.21 88.64 2,105.04 45.25

Cash Profit/ (Loss) 2,044.77 45.73 1,126.98 24.23

Net Profit (PAT)/ (Loss) 1,224.47 27.39 1,096.83 23.58

Retained earnings 12,229.51 273.53 7,240.92 155.65

1.2 profits

Operating Profit (EBIDTA) 3,963.21 88.64 2,105.04 45.25

Less : Interest 1,466.50 32.80 759.07 16.32

Depreciation & amortization 638.98 14.29 491.90 10.57

Exceptional items incl. AS 30 5.99 0.13 (575.30) (12.37)

Profit before tax 1,863.72 41.68 1,429.37 30.73

Less: Provision for Tax

Current 451.67 10.10 285.82 6.14

Deferred 0.27 0.01 (60.71) (1.31)

Fringe Benefit Tax - - 3.38 0.07

MAT credit entitlement - - (9.50) (0.20)

Profit/(Loss) after tax 1,411.78 31.58 1,210.38 26.02

Available for appropriation 2,924.28 65.41 1,941.73 41.74

1.3 Appropriations

Dividend

on Equity Shares (proposed) 91.59 2.05 60.32 1.30

on Preference Shares - - 88.49 1.90

Dividend Tax 14.98 0.34 25.29 0.54

Transfer to General Reserve 36.78 0.82 52.76 1.13

Transfer to Capital Redemption Reserve 491.61 11.00 - -

Reversal of dividend and tax on preference shares (148.54) (3.32) - - no longer payable

Balance carried to Balance Sheet 2,437.86 54.53 1,714.87 36.86

Note: *1 USD = Rs.46.52 (Exchange Rate as on December 31, 2009).

1 USD = Rs.44.71 (Exchange Rate as on December 31, 2010).

Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year.

2 TURNOVER AND PROFITS

On a consolidated basis, the total income during the year stood at Rs.17,655 Million against Rs.13,283 Million in the previous year, growth of 33%. The Company posted a net profit of Rs.1,224 Million as against Rs.1,097 Million in the previous year.

On a Standalone basis, the total income during the year stood at Rs.5,294 Million as against Rs.4,879 Million in the previous year. The Standalone net profit is Rs.736 Million as against a net profit of Rs.616 Million for the previous year.

Detailed analysis on financial performance is given in the Management Discussion and Analysis Report which forms part of this Directors Report.

3 DIVIDEND

The Board is pleased to recommend a dividend of 15 % (i.e., Rs.1.50/- per equity share of Rs.10/- each for the year ended December 31, 2010

4 CAPITAL

The Authorised share capital of the Company as at December 31, 2010 is Rs.1,517,500,000 divided into 89,750,000 equity shares of Rs.10/- each and 620,000 Cumulative Reedemable Preference Shares of Rs.1,000/- each.

The Issued, Subscribed and Paid-Up Capital of the Company as at December 31, 2010 is Rs.577,446,710 divided into 57,744,671 equity shares of Rs.10/- each.

During the year:

. There has been an increase in the Equity Capital of the Company on account of allotments consequent to amalgamation, exercise of stock options, conversion of warrants and allotment to Qualified Institutional Buyers (QIBs). Please refer to Equity History of the Company for allotment details.

. There has been reduction in the Preference Capital of the Company on account of redemption of 491,606 Cumulative Redeemable Preference Shares of Rs.1,000/- each issued to K.V Pharmaceuticals Company, USA in the year 2005.

5 BUSINESS OVERVIEW

2010 was a game changing year for us as we saw the fructification of many of our plans in our goal to become a global sterile powerhouse. Our partnership with Pfizer and entry into the biologics space has strengthened and consolidated our position in the specialty segment. Ray of Life, our critical care offering for the domestic market, has also made significant progress with a wide range of high quality Oncology products at an affordable price for Indian consumers.

The Company re-branded its specialties division, Strides Specialties Private Limited as Agila Specialties Private Limited. The name Agila was chosen to reflect the brand ethos of the Companys specialised product offering which is smart, agile, determined and pragmatic. Agila carves out a new identity to the specialties division in the rapidly changing segment of the healthcare industry.

The Company had a very stable year of operation post restructuring of its business into two divisions viz. Pharma and Specialties.

The key business highlights of 2010 include:

Specialties

. Performance boosted by new product launches in regulated markets and additional revenue generated by new facilities

. Significant ramp up in capacity utilization

. Acquisition of Penem and Penicillin facility in Campos, Brazil

. Acquisition of complete ownership in Oncology business

. 16 new product launches in regulated market, 5 in USA and 11 in other regulated markets

Pharma and Branded Generics

India Pharma

. Prequalification from WHO for Strides H1N1 generic drug Oseltamivir 75mg capsules

. Commercialization of Ergocalciferol in Q3 of 2010 in USA

Australasia Region

. The sales growth in Australia was influenced by the Pfizer distribution agreement which saw Ascent Pharma health Limited, the Companys subsidiary, promote and distribute a range of Pfizers branded Established Products throughout the year.

. The Asia business successfully registered a number of new pharmaceuticals during the year into several of these markets and succeed in gaining some new contracts

Africa Region

. Added 4 new markets, Congo, Mali, Mozambique, Malawi

. 57 new products registered in Africa

. Commenced full-fledged production of tablets in Nigerian facility

India Brands

. India Brands (Grandix) operations integrated into Strides with flagship brand Renerve, consolidating its leadership position

. Ray of Life launched 3 therapeutic segments in India, i.e., Oncology, Nephrology and Hi-end Antibiotics

. Ray of Life launched over 15 brands in the cancer chemotherapy segment in Oncology and around 10 top molecules introduced in Hi-end antibiotics

Merger and business Restructuring update

The Company has successfully completed consolidation of its operations into two different business verticals viz Specialties Business, Pharmaceutical Business pursuant to the Scheme of Amalgamation sanctioned by the Honble High Court of Mumbai, Chennai and Karnataka and pursuant to the hive-off of Specialties and Research and Development business of the Company to Agila Specialties Private Limited, a wholly owned subsidiary of the Company.

Medgene Pharmaceuticals Private Limited, a wholly owned subsidiary of the Company merged with Agila Specialties Private Limited in the Specialties Vertical pursuant to the Order of the Honble High Court of Karnataka passed on February 6, 2010.

Strengthened partnership with Pfizer

i) Collaboration with Pfizer for the US market

Strides entered into a collaboration with Pfizer, wherein Pfizer will commercialise 40 off-patent sterile injectable and oral products in the United States through its Established Products Business Unit. These finished dosage form products will be licensed and supplied by Strides, Onco Laboratories Limited and Onco Therapies Limited.

ii) Extended collaboration with Pfizer in additional geographies

The Company strengthened its partnership with Pfizer by signing two additional License and Supply Agreements pursuant to which, Strides will license and supply upto 38 generic Oncology products to Pfizer for markets in the European Union, Canada, Australia, New Zealand, Japan and Korea and supply niche sterile injectables for the U.S. market. With the additional agreements signed, the collaboration between Pfizer and Strides Arcolab now extends to a total of 45 products addressing countries around the globe.

iii) Sale of product portfolio by Akorn-Strides llc to Pfizer Inc.

During the year, Akorn-Strides LLC, a Joint Venture (JV) between the Company and Akorn Inc., USA entered into an agreement with Pfizer to sell 22 abbreviated New Drug Approvals (ANDAs) owned by the JV.

The gross sale consideration of USD 63.20 Million was divided between Akorn Inc., USA and the Company in the agreed ratio of 55.3797% and 44.6203%. The Company was entitled to USD 28.20 Million in cash as its share of the consideration in addition to entering into supply agreement with Pfizer for manufacture and supply of these products.

Settlement with K. V. pharmaceuticals company, USA.

The Company executed a settlement agreement with KV Pharmaceuticals Company, USA (K.V Pharma) pursuant

to which the Company has retained all rights in relation to the products developed under the License and Supply Agreement executed earlier with K. V Pharma.

The settlement also provided for redemption of preference shares issued to K.V Pharma.

Qualified Institutional Placement

During the year, the Company raised Rs.4,550 Million by way of private placement of equity shares to Qualified Institutional Buyers. The Company allotted 10,742,533 equity shares of Rs.10/- each at a price of Rs.423.55 per share.

Redemption of FCCBs

During the year, the Company redeemed outstanding USD 34 Million of the USD 40 Million FCCBs raised by the Company in the year 2005. USD 6 Million of the above was bought back during the year 2009. The total payout for redeeming the Bonds was USD 46.50 Million as the Bonds were redeemable at a premium of 136.78%.

Acquisitions/Investments/Joint Ventures

Acquisitions:

The Company completed consolidation of the Oncology Business by restructuring the Oncology arrangements with Aspen. Consequently, the Company now holds 100% stake in Onco Therapies Limited, India and Onco Laboratories Limited, Cyprus which were earlier 50:50 Joint Venture with Aspen.

As a part of well-articulated strategy to focus on core speciality injectable business, the Company entered into an understanding with Aspen to acquire the Penems and Penicillin facility in Campos, Brazil with related products. This acquisition is subject to obtaining necessary regulatory approval which are pending as of December 31, 2010.

The Company acquired 70% stake in Inbiopro Solutions Private Limited, a Bangalore based bio-technology company. This acquisition made through the Companys wholly owned subsidiary Agila Specialties Private Limited marks the Company entry into the biologics space. The acquisition enhances Companys Specialty portfolio while giving the Company a leap start of at least 3 years in the fast growing and complex biopharmaceutical industry. This acquisition consolidates the Companys Specialty portfolio. The acquisition gives the Company immediate access to a pipeline of 8 products estimated to have global sales of

over USD 28 Billion. Commercialization of these products is expected to begin in 2013.

Investments:

During the year, Agila Specialties Private Limited (Agila), a wholly owned subsidiary of the Company, allotted further shares to the Company for a non-cash consideration equivalent to Rs.1,000 Million. The allotment was pursuant to the hive-off of the Specialties business and the Research and Development business of the Company to Agila.

Linkace Limited, Cyprus, a wholly owned subsidiary of the Company acquired 100% stake in Strides Inc., USA, a subsidiary of the Company, by acquiring 84.53% interest held by the Company, 11.18% interest held by Strides Arcolab International Limited, United Kingdom, a wholly owned subsidiary of the Company and balance 4.29% interest held by a minority shareholder.

Linkace Limited, Cyprus, acquired additional 3 % stake in Ascent Pharmahealth Limited (Ascent), a subsidiary of the Company listed in the Australian Stock Exchange. Pursuant to this investment, the Company now holds 60.33% shareholding interest in Ascent. During early 2010, the Company made a non-binding and indicative offer for acquiring the minority shareholding of Ascent at AUD 0.35 per share (later revised to AUD 0.40 per share) to be resulting in privatization of Ascent. The privatization process is expected to be completed in 2011.

Linkace Limited, Cyprus, acquired the residual 49% stake in Co-Pharma Limited, UK, from Aspen Global Incorporated, Mauritius, thereby Co-Pharma became a wholly owned subsidiary of the Company.

Linkace Limited, Cyprus transferred its 80% stake in Formulle Naturelle (Proprietary) Limited, South Africa to Aspen Pharmacare Holdings Limited, South Africa.

Joint Ventures:

During the year, the Company restructured its US operations and identified Strides Inc, USA as a holding entity for all its investments in US. Consequently, the interest of the Company in Akorn-Strides LLC, USA (a 50:50 JV between the Company and Akorn Inc., USA) and Sagent-Strides LLC, USA (a 50:50 JV between SAIL, UK and Sagent Inc., USA) have been consolidated under Strides Inc.

6 SUBSIDIARIES

During the year, the following companies became subsidiaries of the Company: African Pharmaceutical Development Company, Cameroon, Agila Specialties (Malaysia) SDN BHD, Malaysia, Ascent Pharmacy Services Pty Limited, Australia, Inbiopro Solutions Private Limited, India, Linkace Investments Pty Ltd, Australia, Onco Laboratories Limited, Cyprus, Strides Farmaceutica Participacoes Ltda, Brazil, Strides Pharmaceuticals (Holding) Limited, Mauritius and Strides Pharmaceuticals (Mauritius) Limited, Mauritius

7 RESEARCH & DEVELOPMENT

Detailed write-up on Research & Development activity forms part of the annexure to the Directors report.

8 CONSOLIDATED FINANCIALS

In accordance with Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-27 on Accounting for Joint Ventures, the audited consolidated financial statements are provided in this Annual report.

In terms of the Central Government approval under Section 212(8) of the Companies Act, 1956, the audited Financial Statements of the Companys subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection during business hours by any investor at the registered office and the corporate office of the Company. The Company will also make available the audited annual accounts and related information of the subsidiary companies, upon request by any investor of the Company.

9 CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities & Exchange Board of India through clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

10 MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, Management Discussion and Analysis report forms part of this Report.

11 FIXED DEPOSITS

The Company has not accepted any fixed deposits and accordingly no amount is outstanding as on the balance sheet date.

12 EMPLOYEE Stock option SCHEMES

The Company has granted ESOPs to few eligible employees under the Strides Arcolab ESOP 2006 and Strides Arcolab ESOP 2008 and to Directors under Strides Arcolab ESOP 2008 (Directors), particulars of which are provided in the Corporate Governance Report forming part of this report. Further, Statement giving additional information in terms of Regulation 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this Directors Report.

13 BOARD OF DIRECTORS

Mr. Deepak Vaidya and Mr. M.R Umarji are the Directors who retire by rotation and being eligible, offer themselves for reappointment.

Mr. John Mathew, nominee director representing Export Import Bank of India ceased to be a director of the Company w.e.f August 31, 2010 and Mr. Mukul Sarkar has been nominated by Export Import Bank of India to his position effective that date.

Dr. Ronald Ling, a non-executive director on the Board of the Company resigned from the Company with effect from October 14, 2010. Dr. Ling was a nominee of Zenith Pharmaceuticals Limited, Mauritius, a Foreign Venture Capital Investor and his exit is pursuant to sale of investments held by Zenith.

14 PERSONNEL

Information pursuant to Section 217 (2A) of the Companies act, 1956 read with Companies (Particulars of Employees) Rules, 1975 will be provided on request.

15 DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the companies Act 1956, the Directors state that they have:

a) followed the applicable accounting standards in the preparation of annual accounts. However the deviation on the accounting standard has been with reference to the scheme of arrangement sanctioned by the Honble High Court of Mumbai for amalgamation of the Companys subsidiaries Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum Remedies Private Limited (the transferor companies) with Strides Arcolab Limited (the transferee company). Refer notes to accounts for details of the same.

b) selected such accounting policies and applied them consistently and made adjustments 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) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) prepared the annual accounts on a going concern basis.

16 CONSERVATION OF ENERGY, R & D, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors Report.

17 STATUTORY AUDITORS

The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered Accountants, Bangalore (ICAI registration number 008072S) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

18 DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of the Companys shares on either of the Depositories as aforesaid.

19 ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.

We also acknowledge the support and wise counsel extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the board of Directors

Arun Kumar - Vice Chairman & Managing Director

K.R. Ravishankar -Director

Place: Bangalore, India Date : April 25, 2011

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Dec 31, 2009

We are pleased to present the Nineteenth Annual Report together with the Audited Accounts for the year ended December 31, 2009.

1. Financials

(Figures in Million)

Year ended Year ended December 31, 2009 December 31, 2008

Rupees USD * Rupees USD *

1.1 Financial Results

Income 7,847.44 168.69 6,621.33 135.99

Operating Profit (EBIDTA) 1,290.33 27.74 1,353.74 27.80

Cash Profit / (Loss) 1,244.92 26.76 229.12 4.71

Net Profit / (Loss) 1,055.14 22.68 61.35 1.26

Retained Earnings 780.60 16.78 61.35 1.26

1.2 Profits

Operating Profit (EBIDTA) 1,290.33 27.74 1,353.74 27.80

Less : Interest 619.55 13.32 654.27 13.44

Depreciation and Amortisation 226.85 4.88 188.77 3.88

Exceptional Items incl. AS 30 721.61 15.51 466.33 9.58

Profit Before Tax 1,165.54 25.05 44.37 0.91

Less : Provision for Tax

Current 164.10 3.53 14.00 0.29

Deferred (57.05) 1.23 (21.00) (0.43)

Fringe Benefit Tax 3.35 0.07 4.02 0.08

Mat Credit Entitlement Nil (14.00) (0.29)

Profit / (Loss) After Tax 1,055.14 22.68 61.35 1.26

Add : Balance in Profit and Loss Account (47.68) (1.02) (109.03) (2.24)

Available for Appropriation 1,007.46 21.66 (47.68) (0.98)

1.3 Appropriations

Dividend

on Equity Shares (proposed) 60.32 1.30 Nil Nil

on Preference Shares 88.49 1.90 Nil Nil

Dividend Tax 25.29 0.54 Nil Nil

Transfer to General Reserve 52.76 1.13 Nil Nil

Balance carried to Balance Sheet 780.60 16.78 (47.68) (0.98)

Note : *1 USD = Rs.46.52 (Exchange Rate as on December 31, 2009). *1 USD = Rs.48.69 (Exchange Rate as on December 31, 2008).

Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year.

2. Turnover and Profits

The total income during the year under review was Rs.7,847.44 Million as against Rs.6,621.33 Million in the previous year, an increase of approximately 18.5%. The Company has posted a net profit of Rs.1,055.14 Million for the year ended December 31, 2009 as against a net profit of Rs.61.35 Million for the year ended December 31, 2008.

On a consolidated basis, the income stood at Rs.13,283.41 Million against Rs.13,312.46 Million; revenue from operations grew by 23% (revenue from continuing operations grew by 33%).

Detailed analysis on financial performance is given in the Management Discussion and Analysis Report which forms part of this Directors’ Report.

3. Dividend

The Board is pleased to recommend a dividend of 15% (i.e., Rs.1.50 per equity share of Rs.10/- each) for the year ended December 31, 2009.

4. Capital

Authorised Share Capital

Pursuant to the approval of the Composite Scheme of Arrangement (the Scheme) for amalgamation of Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum Remedies Private Limited with and into Strides Arcolab Limited, the Authorised Share Capital of the Company stands enhanced to Rs.1,517,500,000 divided into 89,750,000 equity shares of Rs.10/- each and 620,000 - 6% Cumulative Redeemable Preference shares of Rs.1,000/- each.

Issued and Paid-up share capital The Company allotted

- 165,600 equity shares of Rs.10/- each fully paid up under its Employee Stock Option Plans.

- 13,524 equity shares of Rs.10/- each fully paid up to the erstwhile shareholders of Grandix Pharmaceuticals Limited and Grandix Laboratories Limited in terms of the Composite Scheme of Arrangement for amalgamation of Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum Remedies Private Limited with and into the Company.

- 2,980,000 equity shares of Rs.10/- each were allotted to the Promoter Group on conversion of equivalent numbers of warrants.

Consequent to the above allotments, the issued, subscribed and paid up share capital of the Company is Rs.923,697,380 constituting 43,209,138 equity shares of Rs.10/- each and Rs.491,606 - 6% Cumulative Redeemable Preference share of Rs.1000/- each.

5. Business and Outlook

The Company has delivered a strong performance in the year 2009 with significant increase in Research and Development flings and business development activities including a transformational deal with Pfizer Inc., USA for Specialty Sterile injectables.

The Company also successfully completed the reorganisation of various businesses resulting in well articulated business divisions.

The reorganisation involved hiving off it’s Specialties Pharmaceuticals and Research and Development Business to Strides Specialties Private Limited, a wholly owned subsidiary, to attain greater efficiency.

The Company through a scheme of arrangement merged four of its subsidiaries, i.e,. Global Remedies Limited, Grandix Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum Remedies Private Limited with and into the Company.

The Company now operates under the following three business divisions:

- Specialties

- Pharmaceuticals

- Branded Generics

Pfizer transaction

The Company entered into a collaboration with Pfizer Inc. USA for generic products. Under the agreement, Pfizer Inc. to commercialise 40 off-patent products - primarily injectable cancer medicines to healthcare providers and patients in the United States. Products will be licensed / supplied by the Company and its subsidiary Onco Therapies Limited. First products are expected to be launched in the year 2010.

Restructure of Oncology arrangements The Company has restructured its Oncology arrangements with Aspen to acquire 100% interest in the Oncology JVs viz., Onco Therapies Limited (“OTL”), India and Onco Laboratories Limited (“OLL”), for a consideration of USD 117 Million. As part of the arrangement, Strides will license the existing and future oncology products to Pharmacare Limited, an Aspen Group company, for certain territories.

Acquisition of Penicillin and penems facility at Campos, Brazil from Aspen The Company entered into an understanding with Aspen to acquire Penems and Penicillins Facility in Campos, Brazil with related products and IPs. Penems is a key domain for Strides for a consideration of approx USD 75 Million. The acquisition to be completed subject to obtaining regulatory approvals as may be required.

6. Acquisitions / Investments / Joint Ventures

Investments

During the year, the Company made additional investment of Rs.97.86 Million in the share capital of Onco Therapies Limited, a subsidiary of the Company. This investment was made by way of transfer of assets pertaining to Oncology plant which was under construction.

Joint Ventures

Strides Arcolab International Limited, a wholly owned subsidiary of the Company exited from a 50:50 joint venture shareholding interest in Laboratories Domac. S.L in Spain by sale of its entire holding to its Joint Venture partner Invent Pharma S.L. Strides Arcolab International Limited increased its stake from 70% to 96.57% in Beltapharm S.p.A, Italy.

Strides Arcolab International Limited also acquired the residual 50% stake in Plus Farma ehf, Iceland making Plus Farma ehf a wholly owned subsidiary of the Company.

7. Subsidiaries

During the year under review, the following companies became subsidiaries of the Company: Farma Plus AS, Norway, Green Cross Pharma Pte Limited, Singapore [merged with Drug Houses of Australia (Asia) Pte Limited, Singapore], Plus Farma ehf, Iceland, Pharmasava Australia Pty Limited, Australia, Strides Specialties (Holdings) Cyprus Limited, Cyprus, Strides Technology and Research Private Limited, India, Strides Specialties (Holdings) Limited, Mauritius, Strides Specialty (Cyprus) Limited, Cyprus, Strides Pharma (Cyprus) Limited, Cyprus.

8. Research and Development

Detailed write-up on Research and Development activity forms part of the annexure to the Directors’ Report.

9. Consolidated financials

In accordance with Accounting Standard 21 on consolidated financial statements read with Accounting Standard 27 on Accounting for Joint Ventures, the audited consolidated financial statements are provided in this Annual report.

In terms of the Central Government approval under Section 212(8) of the Companies Act, 1956, the audited Financial Statements of the Company’s subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection during business hours by any investor at the registered office and at the corporate office of your Company and will also be displayed on the Company’s website www.stridesarco.com. The Company will also make available the audited annual accounts and related information of the subsidiary companies, upon request by any investor of the Company.

10. Corporate Governance

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.

11. Management Discussion and Analysis

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, Management Discussion and Analysis Report forms part of this Report.

12. Fixed deposits

The Company has not accepted any fixed deposits and accordingly no amount is outstanding as on the balance sheet date.

13. Employee Stock Option Scheme

The Company has granted ESOPs to few eligible employees and Directors under the Strides Arcolab ESOP 2006, Strides Arcolab ESOP 2008 and Strides Arcolab ESOP 2008 (Directors) Schemes, particulars of which are provided in the Corporate Governance Report forming part of this Report. Further, Statement giving additional information in terms of Regulation 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999 is annexed to this Directors’ Report.

Consequent to the approval by the shareholders through postal ballot on June 23, 2009, the Company has re-priced 1,295,000 outstanding stock options to be granted at Rs.105.75/-

14. Board of Directors

Mr. K.R Ravishankar and Dr. Ronald Ling are the Directors who retire by rotation and being eligible, offer themselves for reappointment.

Mr. V.S Iyer was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on January 19, 2010 in accordance with Section 260 of the Companies Act, 1956. Mr. V.S Iyer would hold office till the conclusion of the ensuing Annual General Meeting of the Company. The requisite notices together with necessary deposits have been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing the election of Mr. V.S Iyer as a Director of the Company.

The Export Import Bank of India appointed Mr. John Mathew as the nominee Director in place of Mr. D.G Prasad w.e.f July 1, 2009.

15. Personnel

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 will be provided on request.

16. Directors’ Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act 1956, the Directors state that they have:

a) followed the applicable accounting standards in the preparation of annual accounts. However, the deviation on the accounting standard has been carried out with reference to the scheme of arrangement explained earlier, which is as per the court approved scheme. Refer Notes to Accounts for details of the same.

b) selected such accounting policies and applied them consistently and made adjustments 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 / loss of the Company for that period.

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) prepared the annual accounts on a going concern basis.

17. Conservation of energy, R&D, technology absorption and foreign exchange earning / outgo

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors’ Report.

18. Statutory Auditors

The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered Accountants, Bangalore retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

19. Depository System

As the Members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company’s shares on either of the Depositories as aforesaid.

20. Acknowledgement

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.

We also acknowledge the support and wise counsel extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.

For and on behalf of the Board of Directors

Arun Kumar - Vice Chairman and Managing Director K.R. Ravishankar -Director

Place: Bangalore, India. Date: April 22, 2010