On behalf of the Board of Directors of the Company, it gives me pleasure in presenting the 34th 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 1.24xA (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 34th 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 97th percentile. In the Environmental Dimension, Company attained a commendable 87th 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 31st AGM till the conclusion of the 36th 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
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