Your Directors have pleasure in presenting the fourteenth Annual Report on business and
operations of the Company together with the Audited Financial Statements of the Company
for the Financial Year (F.Y.) ended 31 March 2025
1. Name Change:
Pursuant to the resolutions passed by the Board of Directors (“the Board”)
and the members and upon receipt of fresh certificate of incorporation from Registrar of
Companies, Pune, Maharashtra, name of Glenmark Life Sciences Limited is changed to Alivus
Life Sciences Limited with effect from 17 December 2024. The change of name has not
affected any of the rights of the Company or of the members / stakeholders of the Company.
Further, with the name change, the objects and the line of business remains unaltered.
Memorandum of Association and Articles of Association of the Company were altered
consequent upon change in name of the Company.
2. Financial Results:
The Company's financial performance for the year under review along with previous years
Rsfigures is given hereunder:
('Rs in Million)
Particulars |
For the F.Y. ended 31 March 2025 |
For the F.Y. ended 31 March 2024 |
Net Sales/Income from operations |
|
|
Income from operations |
23,868.84 |
22,832.14 |
Other Income |
345.70 |
120.42 |
Total Income |
24,214.54 |
22,952.56 |
Total Expenses |
17,673.23 |
16,639.66 |
Profit before exceptional and extraordinary items and tax |
6,541.31 |
6,312.90 |
Less: Exceptional Items |
- |
- |
Profit Before Tax |
6,541.31 |
6,312.90 |
Less: Current tax |
1,624.40 |
1,522.14 |
Less Deferred Tax |
60.64 |
81.88 |
Net Profit After Tax |
4,856.27 |
4,708.88 |
3. Results of Operations:
Total Income: Our total income increased by 5.5% to Rs24,214.54 million for the
F.Y. 2025 from Rs22,952.56 million for the F.Y. 2024, primarily due to growth momentum
across regulated as well as emerging markets.
Revenue from Operations: Our revenue from operations increased by 4.5% to
Rs23,868.84 million for the F.Y. 2025 from Rs22,832.14 million for the F.Y. 2024. Our
revenue from the sale of products increased by 7.1% to Rs23,398.35 million for the
F.Y. 2025 from Rs21,847.70 million for the F.Y. 2024, majorly due to strong growth
momentum across regulated as well as emerging markets. Our other operating revenue
decreased by 52.2% to Rs470.49 million for the F.Y. 2025 from Rs984.44 million for the
F.Y. 2024, primarily due to absence of production linked incentive (PLI) in the current
year.
Other Income: Our other income increased to Rs345.70 Million for the F.Y. 2025 from
Rs120.42 million for the F.Y. 2024, primarily due to interest earned through investment in
the Fixed Deposits and Mutual Funds.
Expenses:
Cost of Materials: Cost of materials increased by 7.9% to Rs10,808.52 million for
the F.Y. 2025 from Rs10,020.10 million for the F.Y. 2024. This increase is due to product
mix.
Employee Benefits Expenses: The expenses
decreased by 2.5% to Rs2,516.96 million for FY25 from Rs2,581.56 million for the FY24,
due to absence of one-time performance bonus to the Senior Management, slightly offset by
annual increment and rise in headcount.
Depreciation and Amortization Expense: Our
depreciation and amortization expenses increased by 13.4% to Rs606.09 million for the
F.Y. 2025 from Rs534.52 million for the F.Y. 2024, primarily due to brownfield expansion
in the existing plants viz. Dahej and Ankleshwar and greenfield expansion at the Solapur
(Chincholi) site.
Other Expenses: Other expenses increased by 6.6% to INR 3,718 million for the
financial year 2025 from INR 3,488 million for the financial year 2024, primarily due to
an increase in repair and maintenance by 31.7% to INR 499 million for the financial year
2025 from INR 379 million for the financial year 2024, an increase in Freight outward by
60.0% to INR 195 million for the financial year 2025 from INR 122 million for the
financial year 2024, an increase in Sales Promotion expenses by 58.6% to INR 184 million
for the financial year 2025 from INR 116 million for the financial year 2024 and an
increase in utility charges by 4.2% to INR 1172 million for the financial year 2025 from
INR 1125 million for the financial year 2024. Increase in other expenses slightly offset
by decrease in labour charges by 10.6% to INR 658 million for the financial year 2025 from
INR 737 million for the financial year 2024.
Total Tax Expense: Our total tax expenses increased to Rs1,685.04 million for the
F.Y. 2025 from Rs1,604.02 million for the F.Y. 2024, primarily in line with profit before
tax.
Profit for the Year: As a result of the foregoing, our net profit increased to
Rs4,856.27 million for the F.Y. 2025 from Rs4,708.88 million for the F.Y. 2024.
4. Dividend:
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing
Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The
Dividend Distribution Policy are available on the Company's website at
In line with the said Policy, the Board has recommended a Dividend of 250% ( Rs5/- per
equity share of Rs2 each) to be appropriated from the profits of the F.Y. 2024-25 subject
to the approval of the Shareholders at the ensuing Annual General Meeting ('AGM'). The
dividend will be paid in compliance with applicable Section of the Companies Act, 2013
('Act') & Listing Regulations. The dividend, if approved, will result approximately in
an outflow of Rs613.15 million.
5. Taxation on Dividend:
As per the provisions of the Income Tax Act, 1961, as amended by and read with the
provisions of the Finance Act, 2020, with effect from 1 April 2020, dividend declared and
paid by the Company is taxable in the hands of shareholders. The Company shall, therefore,
be required to calculate deduction of tax at source (TDS) at the time of payment of
dividend at the applicable rates.
6. Integrated Report:
The Company has voluntarily provided the Integrated Report, which includes both
financial and nonfinancial information.
The Integrated Report also covers aspects such as materiality assessment, forward
looking strategy, value creation model, corporate governance, risk management, performance
and prospects of value creation based on the six forms of capitals viz. Financial,
Manufactured, Intellectual, Human, Social and Relationship and Natural.
7. Amount Proposed to be Carried to any Reserves:
The Company has not transferred any amount to general reserves for the F.Y. 2024-25.
8. Corporate Governance:
The Company is committed to follow the best Corporate Governance practices, including
the requirements under the Listing Regulations and the Board is responsible to ensure the
same from time to time. The Company has duly complied with the Corporate Governance
requirements. Further, a separate section on Corporate Governance in compliance with the
provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said
regulations, along with a certificate from a Practicing Company Secretary confirming that
the Company is and has been compliant with the conditions stipulated under aforesaid
Regulations forms part of the Annual Report.
9. Subsidiaries, Joint Ventures and Associate Companies:
The Company does not have any Subsidiary, Joint Venture or Associate Company as defined
in the Act during the F.Y. under review.
10. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
In terms of the provisions of Investor Education and Protection/ Investor Education and
Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid /
unclaimed dividends to be transferred during the F.Y. to the Investor Education and
Protection Fund.
11. Directors and Key Managerial Personnel:
Resignation of Ms. Gita Nayyar, Independent Director:
Ms. Gita Nayyar (DIN 07128438) ceased to be the Independent Director with effect from
the closure of business hours on 22 April 2024. She also ceased to be the Member of
Nomination and Remuneration Committee of the Company. The Board placed on record its
appreciation for her invaluable contribution during her tenure.
Demise of Mr. Vijaykumar Ratilal Shah:
Mr. Vijaykumar Ratilal Shah (DIN 00376570) passed away on 26 February 2025 and ceased
to be the Independent Director with effect from 26 February 2025. He ceased to be the
Chairman of Risk Management Committee and Member of Stakeholder's Relationship Committee
and Corporate Social Responsibility Committee of the Company.
The Board placed on record its appreciation for his invaluable contribution during his
tenure.
Retirement by Rotation:
Mr. Vinod Naik (DIN: 03635487) will retire by rotation and being eligible, offers
himself for re- appointment at the ensuing 14th AGM of the Company. A detailed profile(s)
of Mr. Vinod Naik seeking re-appointment at the forthcoming AGM as required under
Secretarial Standard on General Meetings issued by ICSI is provided separately by way of
an Annexure to the Notice of the AGM.
Independent Directors:
All Independent Directors have declared that they meet the criteria of Independence as
laid down under Section 149(6) of the Act and Regulation 16(b) of Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, all the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors RsDatabank maintained with the Indian Institute of
Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They
have also affirmed compliance to the Conduct for Independent Directors as prescribed in
Schedule IV of the Act.
During the year, the Non-Executive Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending Meetings of the
Board/Committees of the Company.
Independent Directors of the Company are not liable to retire by rotation.
A note on the familiarisation programme adopted by the Company for orientation and
training of the Director in compliance with the provisions of the Act and Listing
Regulation is provided in the Report on Corporate Governance, which forms Part of this
Report.
Key Managerial Personnel:
In terms of Section 203 of the Companies Act, 2013, the following are the Key
Managerial Personnel (KMP) of the Company:
Dr. Yasir Rawjee - Managing Director & CEO
Mr. Vinod Naik - Whole Time Director
Mr. Tushar Mistry - Chief Financial Officer
Mr. Rudalf Corriea - Company Secretary & Compliance Officer
12. Application For
Reclassification Under Listing Regulation 31A:
The Company was in receipt of a request from Glenmark Pharmaceuticals Limited and Mr.
Glenn Saldanha (collectively as “Outgoing Promoters”) for reclassification from
the 'Promoter and Promoter
Group Rscategory to 'Public Rscategory shareholder in accordance with Regulation 31A of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“Listing Regulations”), pursuant to the
disclosure in relation to intent of Outgoing Promoters to reclassify to public
shareholders of the Company.
Pursuant to Regulation 31A of the SEBI Listing Regulations, BSE Limited ('BSE') and
National Stock Exchange of India Limited ('NSE') vide their respective letters dated
October 22, 2024 granted their approval for re-classification of outgoing promoters from
'Promoter & Promoter Group RsCategory to 'Public Shareholders Rsof the Company.
Consequently, Glenmark Pharmaceuticals Limited and Mr. Glenn Saldanha were re-classified
as 'public shareholder'.
13. Board and Committee Meetings:
Details of composition, attendance of the Board of Directors and other details of the
Board & its Committees are provided in the Corporate Governance Report. The
Intervening gap between the Meetings was within the period prescribed under the Act and
Listing Regulations.
14. Directors RsResponsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Directors confirm that:
a) in the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures, if any;
b) appropriate accounting policies have been selected and applied consistently and have
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 as at 31 March 2025 and of the profit of the
Company for the year ended 31 March 2025;
c) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.
15. Board Performance Evaluation:
The Company has devised a Performance Evaluation Framework and Policy, which sets out a
mechanism for the evaluation of the Board, Committees of the Board and the individual
Directors.
Pursuant to the provisions of the Act and Listing Regulations, the Board had carried
out an annual evaluation of its own performance and the performance of its Committees as
well as the individual Directors.
16. Meetings of the Members:
During the year under review, the shareholders met once. Thirteenth Annual General
Meeting of the members was held on 25 September 2024.
17. Separate Meeting of Independent Directors:
A separate Meeting of the Independent Directors of the Company, without the attendance
of NonIndependent Directors and Members of Management, was held on 7th March 2025 as
required under Schedule IV to the Act (Code for Independent Directors) and Regulation
25(3) of the SEBI Listing Regulations. All the Independent Directors attended the Meeting.
The Independent Directors, inter-alia, reviewed the performance of Non-Independent
Directors, Board as a whole and Chairman of the Company, taking into account the views of
managing director and non-executive directors. They also assessed the quality, quantity,
timeliness and adequacy of information between the Company's management and the Board.
18. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report on the operations of the Company, is
presented in a separate section forming part of this Annual Report.
19. Auditors and Auditors RsReport:
A. Statutory Auditors:
M/s. Walker Chandiok & Co LLP, (Firm Registration no. 001076N/N500013) Chartered
Accountants were appointed as Statutory Auditors of the Company at the Shareholders
Meeting held on 25 July 2018, for a term of five consecutive years i.e. upto the
conclusion of ensuing 12th AGM. Further as per the provisions of Section 139 of the Act,
the Board of Directors of the Company, on the recommendation of the Audit Committee,
recommended the re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants
for a further period of five years i.e. upto the conclusion of 17th AGM and at annual
general meeting held on 26 September 2023, the shareholders had approved re-appointment of
M/s. Walker Chandiok & Co LLP, Chartered Accountants for a further period of five
years i.e. upto the conclusion of 17th AGM.
Auditor's Report for the year under review forms part of this annual report. It does
not contain any qualifications, reservations or adverse remarks.
Further, there are no instances of any fraud reported by the Auditors to the Audit
Committee or to the Board pursuant to Section 143(12) of the Act.
B. Secretarial Auditor:
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. Bhadresh
Shah and Associates, Practicing Company Secretaries to undertake the Secretarial Audit of
the Company for the F.Y. 2024 - 25. Secretarial Audit Report in prescribed Form No. MR-3
is annexed to this report as “Annexure I”. There are no qualifications or
reservations or adverse remarks in the Secretarial Audit Report.
Further, pursuant to the provisions of Regulation 24A & other applicable provisions
of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings held on 15 May 2025 have approved
& recommended for approval of Members, appointment of M/s. Bhadresh Shah and
Associates, Practicing Company Secretaries (COP Number 15957) as Secretarial Auditor for a
term of up to 5 (Five) consecutive years, to hold office from 1 April 2025 up to 31 March
2030.
A detailed proposal for appointment of Secretarial auditor forms part of the Notice
convening this AGM.
C. Cost Auditor:
The Company maintains cost records as per the provisions of Section 148(1) of the Act
and the same are audited by the Cost Auditors.
The Board, on recommendation of Audit Committee, has appointed M/s. Kirit Mehta &
Associates, Practicing Cost Accountants to audit the cost records of the Company for the
F.Y. 2025 - 26 at a remuneration of Rs0.45 million plus applicable taxes and reimbursement
of actual travel and out of pocket expenses. Their remuneration is subject to ratification
by shareholders at the ensuing Annual General Meeting. Accordingly, resolution seeking
Members Rsratification of their remuneration, forms part of the Notice convening the 14th
Annual General Meeting. Board recommends the same for approval of Members.
The Cost Auditors have certified that their appointment is within the limits of Section
141(3) (g) of the Act and that they are not disqualified from appointment within the
meaning of the said Act.
D. Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, the Board of the Company has appointed M/s. Shridhar & Associates, to
conduct internal audit for the Company.
The Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
20. Internal Financial Control (IFC) and its Adequacy:
The Company has laid down an adequate system of internal controls, policies and
procedures for ensuring orderly and efficient conduct of the business, including adherence
to the Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial disclosures.
The current system of IFC is aligned with the statutory requirements and are adequate
and operating effectively.
Effectiveness of IFC is ensured through Management reviews, controlled self-assessment
and independent testing by the Internal Auditor.
21. Risk Management Policy:
The Company has a Risk Management Policy with the objective to formalise the process of
identification of potential risk and adopt appropriate risk mitigation measures through a
risk management structure. The Risk Management Policy is a step taken by the Company
towards strengthening the existing controls. The details of risk management have been
included in the Management Discussion and Analysis Report, which forms part of this
report.
22. Particulars of Loans, Guarantees or Investments:
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
25. Employee Stock Option Scheme (ESOP):
In compliance with the provisions of Sections 62 of the Act and Rules made thereunder
and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“the SEBI SBEB Regulations”), the Company has
formulated an employee stock option scheme, namely, Glenmark Life Sciences Limited
Employee Stock Option Plan, 2021, (the “ESOP Scheme”). The ESOP scheme has been
implemented in accordance with the SEBI SBEB Regulations and in accordance with the
resolution passed by the shareholders at the Extraordinary General Meeting held on 09
April 2021, approving such scheme. ESOP Scheme of the Company aims to reward employees for
their performance as well as to attract and retain talent in the organization. The Company
views the ESOP as an instrument that would enable the Employees to
23. Capital Structure:
During the F.Y. 2024-25, the paid-up equity share capital of the Company has increased
from Rs24,50,54,344 to Rs24,50,74,104, consequent to allotment of 9,880 equity shares of
Rs2 each upon exercise of stock options under the Employee Stock Options Scheme 2021'.
24. Utilisation of Issue Proceeds:
The net proceeds of the fresh issue were utilised for payment of outstanding purchase
consideration to Glenmark Pharmaceuticals Limited (“the Promoter”) for the
spin-off of the API business from the Promoter into our Company pursuant to the Business
Purchase Agreement dated 9 October 2018, funding the Capital Expenditure requirements and
General Corporate purposes. The details of utilization of proceeds by the Company are set
out in following table and there was no deviation in utilization of the proceeds of IPO:
get a share in the value, they create for the Company in the years to come. 9,51,734
ESOP options have been granted to the eligible Employees/Directors at Nomination and
Remuneration Committee meeting held on 17 May 2021.
NRC and Board, in adherence to ESOP Scheme and on conclusion of the sale of 75%
shareholding from Glenmark Pharmaceuticals Limited to Nirma Limited, approved the
acceleration of vesting of the granted options that have not vested i.e. 6,11,465 options
under ESOP 2021, with effect from 16 March 2024, subject to compliance with the minimum
statutory vesting period of one year from the date of grant.
As of 31 March 2024, 8,73,522 options were outstanding. During the F.Y. 2024-25,
1,18,715 options were cancelled and 9,880 options were exercised under Employees Stock
Options Scheme viz. ESOS Rs2021. As of 31 March 2025, 7,44,927 options were outstanding
and are due for exercise.
The information in compliance with Regulation 14 of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended,
is attached as Annexure-II and forms part of this Annual Report.
26. Related Party Transactions:
The Company did not have any contracts or arrangements with Related Parties in terms of
Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company
for FY 2024-25 and hence does not form part of this Report. The disclosure of transactions
with related party for the year is given in Notes to the Balance Sheet as on 31 March
2025.
All transactions with related parties were reviewed and approved by the Audit Committee
and were in accordance with the Policy on dealing with and materiality of related party
transactions and the related party framework, formulated and adopted by the Company. Prior
omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature.
Related Party Transactions and its materiality Policy is available on the Company's
website at https:// bunny-wp-pullzone-zhbiessutg.b-cdn.net/alivus_
pdfs/investors/corporate_governance/Policy%20 on%20related%20party%20transactions%20 and%20its%20materiality.pdf
In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details
of related party transactions as per the format specified in the relevant accounting
standards/ SEBI notification to the stock exchanges on a half yearly basis.
27. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3) (m) of the Act, read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended herewith as Annexure III to
this report.
28. Corporate Social Responsibility:
The report on the CSR in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021 including the composition
of the CSR Committee is appended herewith as Annexure IV to this Report.
CSR Policy is available on Company's website at: https://bunny-wp-pullzone-zhbiessutg.b-cdn.net/
alivus_pdfs/investors/corporate_governance/ Glenmark-Life-Sciences-CSR-Policyb.pdf
29. Annual Return:
Pursuant to Section 92 read with Section 134(3)(a) of the Act, the Annual Return as on
31 March 2025 is available on the Company's
30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal)
Act, 2013:
The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.
The policy has set guidelines on the redressal and enquiry process that is to be
followed by complainants and the ICC, whilst dealing with issues related to sexual
harassment at the work place. All women employees (permanent, temporary, contractual and
trainees) are covered under this policy.
There were no complaints reported under the Sexual Harassment of Women at workplace
(Prevention, Prohibition & Redressal) Act, 2013 during F.Y. 2024-25.
The Company is committed to providing safe and conducive work environment to all of its
employees and associates.
31. Vigil Mechanism:
The Company, as required under Rule 7 of Companies (Meetings of Board and its Powers)
Rules, 2014, has established a Vigil Mechanism for their Directors and employees to report
their genuine concerns or grievances.
The Audit Committee of the Company shall oversees the vigil mechanism, which provides
for adequate safeguards against victimization of employees and Directors who avail of the
vigil mechanism.
('Rs in Million)
Particular |
Estimated net proceeds as per Prospectus |
Revised net proceeds |
Utilisation upto 30 June 2024 |
Unutilised amount as at 31 March 2025 |
Payment of outstanding purchase consideration to the Promoter for
the spin-off of the API business from the Promoter into our Company pursuant to the
Business Purchase Agreement dated 9 October 2018 |
8,000.00 |
8,000.00 |
8,000.00 |
|
Funding the capital expenditure requirements |
1,527.64 |
1,527.64 |
1,527.64 |
- |
General corporate purposes |
576.75 |
494.40 |
494.40 |
- |
Total |
10,104.39 |
10,022.04 |
10,022.04 |
- |
|