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    Director Report
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Anthem Biosciences Ltd
Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code 544449 ISIN Demat INE0CZ201020 Book Value 44.05 NSE Symbol ANTHEM Dividend Yield (%) 0 Market Cap ( Cr.) 42,480.18 P/E 83.86 EPS 9.02 Face Value 2

FY 2023-2024

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Anthem"), along with the audited financial statements, for the financial year ended March 31st, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Particulars

Standalone Financial Highlights Consolidated Financial Highlights

Financial Year

As on 31st March, 2024 As on 31st March, 2023 As on 31st March, 2024 As on 31st March, 2023

Revenue

141,753.90 105,692.43 141,936.96 105,692.43

Other income

7,051.98 7,737.17 6,369.92 7,706.84

Total Income

148,805.88 113,429.60 148,306.87 113,399.27

Expenses:

Operating Expenditure 92,179.60 63,461.97 92,392.67 63,480.15
Depreciation & Amortization Expenses 8,149.02 6,369.60 8,182.42 6,369.60

Total Expenses:

100,328.61 69,831.57 100,575.09 69,849.75

Profit before Tax (PBT)

48,477.27 43,598.03 47,731.79 43,549.52

Add: Exceptional & Extra Ordinary items

- 6,180.25 - 6,180.25
Less: Tax Expenses 10,999.20 11,211.16 11,000.79 11,211.26

Profit after Tax (PAT)

37,478.07 38,567.12 36,731.00 38,518.51

Opening balance of Retained Earnings

122,097.04 97,465.38 122,011.58 97,423.67
Profits for the year 37,478.07 38,567.11 36,731.00 38,518.51
Adjustment during the year 4.6 -10,078.75 4.6 -10,078.75

Less: Dividend (inclusive of dividend tax)

3416.86 - 3,416.86 -
Less: Trf to General Reserve 3,747.81 3,856.71 3,673.10 3,851.85

Closing balance of Retained Earnings

152,415.04 122,097.04 151,657.22 122,011.58

2) Performance Overview

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. On a standalone level, the Company witnessed:

• Increase in revenues by 34.12% as compared to the previous year;

• PBT increased to Rs. 48,477.27 lacs in FY2024, as compared to Rs. 43,598.03 lacs in FY2023;

• PAT for FY2024 & FY2023 was Rs. 37,478.07 lacs & Rs. 38,567.12 lacs respectively.

On a consolidated level, the Company witnessed:

• Increase in revenues by 34.29% as compared to the previous year;

• PBT increased to Rs. 47,731.79 lacs, as compared to Rs. 43,549.52 lacs in FY2023;

• PAT for FY2024 & FY2023 was Rs. 36,731.00 lacs & Rs. 38,518.51 lacs respectively.

3) Operational Overview

Anthem Biosciences Private Limited, incorporated in Bengaluru, India in 2006 is an innovation-driven and technology-focused CRDMO ("Contract Research, Development and Manufacturing Organization") with fully integrated operations spanning across drug discovery, development and manufacturing across both chemical synthesis and biologics. As a one-stop service provider, Anthem is a trusted partner of choice for both innovator focused new-age emerging biotechs and large pharmaceutical companies globally.

With 2,000+ scientists and research professionals, Anthem is a market leader in the Indian CRDMO space and the youngest and the fastest CRDMO in India to achieve a milestone of _ 1,000 Crore of revenues in FY 2021.

Anthem commenced operations as an export-oriented unit (EOU) and over the years has added new technologies, expanding them from laboratory-scale level to commercial scale cGMP manufacturing units. As of 31st March 2024, there are three manufacturing units, all located in Bangalore, and two land parcels earmarked in Harohalli and Hosur for future expansion. The three manufacturing locations are as below:

• Unit I (Bommasandra industrial area);

• Unit II (Harohalli industrial area);

• Unit III (NeoAnthem @ Harohalli), a wholly owned subsidiary, expected to commence operations in Fiscal 2025.

4) Dividend

No dividend shall be declared for the Financial Year ended 31st March 2024.

5) Transfer to Reserves

The Board of Directors propose to transfer Rs. 17,135.37 lacs to the General Reserves and the balance of Rs. 151,657.22 lacs will be retained in the Profit and Loss account.

6) Subsidiaries

The Company has one Wholly Owned Subsidiary as on 31st March 2024.

NEOANTHEM LIFESCIENCES PRIVATE LIMITED is a wholly owned subsidiary of Anthem Biosciences Private Limited and was incorporated on the 22nd July 2020 with its registered office at 49, F1&F2, Canara Bank Road, Bommasandra Industrial Area-Phase I-560099, was established with the objective to discover, develop, manufacture and commercialize biopharmaceutical products that address significant unmet needs and provide biological solutions to improve industrial performance in all areas. As per Sec. 129(3) of the Companies Act, 2013, where a company has one or more subsidiaries, it shall, in addition to its financial statement, prepare a consolidated financial statement of the Company and all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries. There is no Company, which have become or ceased to be the subsidiary, joint venture or associate company of Anthem during the year 2023-2024. In accordance with the above, the consolidated financial statement of the Company and its subsidiary is prepared in accordance with Accounting Standards 21 and 27 as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is attached as "Annexure 1"to the Board Report.

7) Directors:

Mr. Ravindra K.C. (DIN: 01580534), shall retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

8) Number of Board Meetings

The Board of Directors met four (4) times during the financial year ending 31st March 2024. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The Board passed resolution by Circulation one time during the year.

Board Meeting Date

Ajay Bhardwaj Ganesh Sambasivam Ravindra KC Satish Chander S

31st May 2023

v v v v

6th September 2023

v v v v

11th December 2023

v v v v

14th March 2024

v v v v

Committees of the Board Currently, the Company has two (2) Board level Committees:

• Corporate Social Responsibility Committee and

• Environment, Social and Governance & Climate Change Committee.

9) Director's Responsibility Statement

In compliance with the section 134 (5) of the Companies Act, 2013, the board of directors hereby con_rms the following:

• In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

• We have selected such accounting policies and applied them consistently. We have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the Profit of the company at the end of the financial year;

• We have taken proper and sufficient care for the 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;

• We have prepared the annual accounts on a going concern basis; and

• We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10) Material Changes and Commitments occurred between the date of Balance Sheet and the date of Audit Report

On March 14, 2024, the Company's Board of Directors approved the allotment of 1,14,09,700 (one crore fourteen lakhs nine thousand and seven hundred) employee stock options ("Options"), in one or more tranches to the Employees of the Company. This action was endorsed by the shareholders at the Extraordinary General Meeting held on April 15, 2024, allowing the grant of equity shares of the Company in tranches.

11) Change in Nature of Business

The Company continues to be a pioneer biopharmaceutical company engaged in manufacturing active pharmaceutical ingredients and formulations, with sales in markets across the globe.

There has been no change in the nature of the business of the Company.

12) Deposits

The Company has not accepted any deposit, including from the public, and as such no amount of principal and interest were outstanding as on 31st March 2024.

13) Particulars of Loans, Guarantees or Investment

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

14) Policy on Directors' Appointment and Remuneration

The Company has no policy on Directors‘ Appointment and Remuneration as per the provision of the Companies Act, 2013.

15) Employee Stock Option Plan

The Shareholders have vide special resolutions passed on 15th April, 2024 approved the ‘Anthem Employee Stock Option Plan 2024' ("ESOP 2024"/ "Plan") for grant of options to eligible employees of the Company, subsidiary(ies), which based on the vesting schedule will be exercisable to shares of the Company.

The Company has not granted any options / share units during FY2024 under the scheme.

16) Risk Management Policy / Framework

The Company has no risk management policy and no formal committee is constituted for this purpose. The Company, however, lays emphasis on risk management and has an enterprise-wide approach to risk management, which emphasizes on identifying and managing key operational and strategic risks with a dynamic business continuity plan. The Company strives to identify opportunities that enhance organizational values while managing or mitigating risks.

17) Related Party Transactions

In accordance with Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in form AOC-2 is attached as "Annexure-2" to this report.

18) Vigil Mechanism

The Vigil Mechanism is envisaged pursuant to Section 177(9) of the Companies Act, 2013, through the Company's Whistle Blower Policy. The Whistle Blower Policy intends that the employees of the Company observe high standards of business, professional and personal ethics to conduct the affairs of the Company in a fair and transparent manner by practicing the highest standards of honesty and integrity while complying with all applicable laws and regulations.

The Whistle Blower policy of the Company is available on the website of the Company at https://www.anthembio.com/Whistle%20Blower%20Policy.html

19) Auditors:

Statutory Auditors: M/s. K. P. Rao & Co., Chartered Accountants, (Firm Registration no. 003135S) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 13th Annual General Meeting held on September 30, 2019 until the conclusion of the 18th Annual General Meeting of the Company to be held in the calendar year 2024. The Auditors are to be re-appointed in the Annual General Meeting to be held on 27th September 2024 for the second term for two consecutive years, upto the conclusion of the Annual General Meeting to be held in 2026.

Board's response on Auditors Qualification, Reservation or Adverse Remark or Disclaimer made There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

There are no frauds reported by auditors under Section 143(12).

Cost Auditors: The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Companies Act, 2013. In the current year, the foreign exchange revenue of the Company for the preceding Financial Year i.e.2023-24 exceeds seventy _ve per cent (75%) of its total revenues and thereby the Company is exempted from conducting cost audit for the FY2025 pursuant to Rule 4 clause 3(i) of the Companies (Cost Records and Audit) Rules, 2014. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M/s V. Sreedharan & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as "Annexure 3" to the Boards' report.

20) Annual Return

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, will be available on the website of the Company at https://www.anthembio.com/Corporate%20Compliance.html

21) Significant and Material Order

There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status and Company's operations in the future.

22) Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee). The Board, on the recommendation of the CSR Committee, adopted a CSR Policy. The same is available on the Company's website at https:// anthembio.com/Corporate%20Social%20Responsibility.html The annual report on our CSR activities is appended as "Annexure-4" to the Board's Report.

23) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

The Company has a policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information. Anthem has constituted an Internal Complaints Committee in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy provides for creating a healthy and safe work environment that enables employees to work free from any unwelcome, offensive and discriminatory behavior. During the year, the Company has not received any complaints. The Company has been conducting regular awareness programmes aimed at prevention of sexual harassment. During the financial year, no complaints were received under the POSH Act.

24) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Out Flow

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to these matters is given below: a) Conservation of Energy

The steps taken or impact on conservation of energy:

Increase in dependency on renewable source of energy (wind and solar energy): Anthem has increased the dependency on renewable energy by utilizing wind energy and solar energy through group captive arrangements. The amount of renewable energy wheeled is 38.3 million kWh in FY2024 as compared to 35.0 million kWh in FY2023. The overall dependency on renewable energy as a percentage of total energy consumption stands at 89% in FY2024 as compared to 93% in FY2023, 75% in FY2022 and 44% in FY2021.

Reduction in Green House Gas Emissions: Anthem has implemented various sustainable manufacturing practices, such as (a) increased use of renewable (b) new sustainable power sources, including the use of PNG in boilers and thermic _uid heaters and harvested biogas as a sustainable fuel source in boilers, resulting in significant reduction in CO2 emissions. Anthem's GHG emission has reduced over Fiscal 2023 to Fiscal 2024 and currently has one of the lowest GHG intensity of _1.25 tCO2e/million INR as compared to Indian peers.

Efluent Treatment Initiatives: The Efluent produced during operations undergoes treatment in an in-house Zero Liquid Discharge (ZLD) plant, with the treated water being reused into utilities. Additionally, the sewage generated by the Units are processed in an on-site Sewage Treatment Plant (STP). The treated sewage is reused for gardening. Anthem's use of recycled water has increased from 48.5% in Fiscal 2023 to 97.8% in Fiscal 2024 at Unit I and 77.1% in Fiscal 2023 to 87.2% in Fiscal 2024 at Unit II. 85% of Process Efluent generated at Bommasandra (Unit I) is recycled and 94% of Process Efluent generated at Harohalli (Unit II) is recycled.

Anthem is committed to adopting strategies for effective waste and water management through the implementation of innovative technologies and solutions aimed at minimizing waste, enforcing stringent waste segregation, and ensuring proper disposal. This approach significantly alleviates the burden on land_lls and the associated costs. For instance, Anthem has installed a sludge dryer at Unit-II to reduce both the volume of sludge and the environmental impacts linked to its disposal, such as leachate generation and greenhouse gas emissions. Likewise, at Unit I, the sludge produced from ETP operations has been reduced by approximately 50% through the elimination of conventional coagulant aids, such as lime.

Other Initiatives o Automation Exercise: in chilled water secondary pump, process cooling tower pump and cooling tower fans o Replacing existing thermodynamic steam traps with inverted bucket steam traps o Installation of solar panels at Harohalli (Unit II) o Procurement of additional Biogas Boiler for utilization of Biogas over conventional fuel such as Furnace Oil and High Speed Diesel b) Technology absorption: The Company continues to adopt and use the latest technologies to incorporate green chemistry and sustainable manufacturing practices to reduce costs and improve the business margins. Anthem intends to make customer move towards flow chemistry and bio-transformation, both greener and cost efficient. o Biotransformation: Anthem utilizes living source enzymes to speed up reactions and produce chirally pure compounds, which has lower environmental impact due to their specific targeted biological activity, reduced side effects, differential degradation and lower dosage requirements o Pincer Catalysts: Anthem uses pincer complex, which is a coordination compound with a pincer ligand, in its production for ease of isolation. The inflexible pincer-metal interaction confers high thermal stability to the resulting complexes and avoids generating excessive solid waste o Flow Chemistry: Flow chemistry involves conducting chemical reactions in a continuously flowing stream rather than in traditional batch reactors. It is an automatic continuous process that substantially generates less byproducts and waste materials, maintains a steady production flow with reduced solvent requirements and synthesis cycle time and substantially improves the safety, yield, waste disposal, cost efficiency and stability of the end products and the manufacturing processes o Micellar Chemistry: Anthem uses the interior of micelles to harbor chemical reactions, resulting in biodegradable and recyclable surfactants with minimal solvent and cleaner reaction profile.

New-age technologies: In new-age technologies, Anthem aims to add lab scale capabilities on Photochemistry and electro synthesis, both are alternative procedures for the synthesis of new complexes. Photochemistry will be experimentally simpler and less expensive than the thermal alternative and will also be environment friendly. Electro-synthesis will lead to successfully replacing harmful terminal oxidizers and reducing agents, thus making the chemistry greener. Both technologies will thus aid in the push towards greener chemistry cost efficient processes. c) Foreign Exchange Earnings and Outgo

o Foreign Exchange earnings: Rs. 110,866.49 lacs
o Foreign Exchange outgo : Rs. 33,072.75 lacs

25) Expenditure on Research & Developments: Company has its own in house R&D centre, with best in class infrastructure facility equipped with modern plant and machinery and scienti_c labs to carry out the scienti_c research and development related activities in the _eld of custom synthesis and biological / biosimilar activities. Innovation and research are critical to ensuring better health and creating financial value.

Expenditure incurred for R&D during FY2024 & FY2023 is as given below:

Sl. No. Particulars (Rs. in lacs)

FY 2024 FY 2023
a. Capital expenditure 104.82 570.05
b. Other recurring expenditure 2316.05 2,586.13

(a+b)

2420.87 3,156.18

26) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

27) Details of difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from the banks or financial institutions along with reasons thereof

There is no difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the banks or financial institutions.

28) Environment, Social and Governance & Climate Change, (ESG )

The Company's commitment towards environment & climate change, social and governance (ESG) is a result of an increasingly volatile world where economic realities transform overnight. There is a growing conviction that a robust ESG fabric enhances stability, increases counter cyclicality and establishes the basis for long-term stakeholder value. The Company believes that this commitment is critical considering that the products manufactured consumes land, water, natural resources, fossil fuels and electricity, any moderation in which can have upsides for the local terrain, habitat and ecology.

Anthem defines sustainability as its efforts to reduce energy consumption, water usage, waste disposal and promotion of strategies that progress towards combating climate change and transitioning to a low carbon economy. The Company believes that, adopting financially responsible steps towards improving environmental sustainable operational practices represents good and responsible corporate citizenship and serves in the best interests of its clients.

The Board has adopted an Environmental, Social and Governance Policy. The same along with the annual ESG report for the year is available on Company's website at https://www.anthembio.com/ESG%20Policy%20Anthem.html

The ESG & CC Committee of the Company was constituted on 30th May, 2022 and comprises of the following directors as on 31st March 2024:

Sl. No. Name of the Individuals

Designation Category ESG & CC Committee Meetings held during the year ESG & CC Committee Meetings attended during
the year

1 Ajay Bhardwaj

Chairperson Managing Director 2 2

2 Sambasivam Ganesh

Member Director 2 2

3 K.C. Ravindra

Member Director 2 2

4 Md. Gawir Baig

Member CFO 2 2

5 Sajith Sahadevan

Member Head – EHS 2 2

29) Management's Discussion and Analysis

The Company has, on a voluntary basis furnished the requirements on the Management Discussion and Analysis Report for the year 2024 and this forms a part of Annual Report.

30) Significant Events During Financial Year 2023-24 (a) Buyback of Equity Shares of the Company

The Board of Directors in its meeting held on 11th December, 2023 approved buyback of 11,409,700 number of equity shares by the Company of its fully paid up equity shares of the face value of _ 2 /- (Rupees Two) each from the members of the Company at a price not exceeding Rs. 130.55/- (Rupees One Hundred Thirty and Fifty Five Paise Only) per equity share ("Maximum Buyback Price") and such aggregate amount, up to _ 148,95,36,335.00 (Rupees One Hundred Forty Eight Crores Ninety Five Lakhs Thirty Six Thousand Three Hundred Thirty Five Only) ("Maximum Buyback Size"), representing 7.84% of the aggregate of the total paid-up share capital and free reserves of the Company based on the latest financial statements of the Company as at September 30, 2023 (on a standalone basis) ("Buyback").

Acknowledgement

The Board of Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business associates, financial institutions for their consistent support and encouragement to the Company.

We are sure you will join our Directors in conveying our sincere appreciation to employees at all levels of the Company for their hard work, dedication and commitment, in particular during this unprecedented year, thereby ensuring uninterrupted supply of quality services across the globe.

For and on Behalf of the Board

Place: Bangalore Ajay Bhardwaj
Date: September 05, 2024 Chairman & Managing Director

   

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