The Directors of your Company are pleased to share their Report for the year ended 31st
March 2026.
1. Financial Results for the year ended 31st March 2026
(Rs. in lakhs)
Year |
2025-26 |
2024-25 |
| Revenue from operations |
379020 |
372349 |
| Other income |
14256 |
14256 |
| Total income |
393276 |
386605 |
| Profit before exceptional items and tax |
137359 |
124375 |
| Add / (Less): Exceptional items |
264 |
469 |
| Profit before tax |
137623 |
124844 |
| Less: Income tax expenses |
36441 |
32938 |
| Profit for the year |
101182 |
91906 |
2. Dividend
Your Director's are pleased to recommend a final dividend of Rs. 57/- per equity share
for the year. This dividend for the year ended 31st March 2026 is subject to the approval
of Members at the Annual General Meeting on 30th June 2026 and will be paid on or after
1st July 2026. If approved by the Members at the Annual General Meeting, the dividend will
absorb Rs. 966 crores. The Board of Directors of your Company had approved the Dividend
Distribution Policy on 27th October 2016, and it is available on the Company's website
(https://india-pharma.gsk.com/ media/6486/dividend-distrubtion-policy.pdf)
3. Management Discussion and Analysis
As required by Regulation 34(2) of SEBI Listing Obligations & Disclosure
Requirement (LODR), a Management Discussion and Analysis Report given in Annexure
‘A', forms a part of this Report. The state of the affairs of the business along
with the financial and operational developments has been discussed in detail in the
Management Discussion and Analysis Report.
4. Directors &
Key Managerial Personnel
Mr. Juby Chandy, Whole-time Director & Chief Financial Officer (“CFO”),
transitioned into new role to lead APAC Finance within the GSK Group, and hence resigned
as a director, w.e.f. 11th March 2026. The Board places on records its sincere
appreciation to Mr. Juby Chandy for his valuable contributions during his tenure as
Whole-Time Director and CFO of the Company. Mr. Ronojit Biswas was appointed as Whole-time
Director & CFO from 1st April 2026, for a term of 3 years.
As per the provisions under Section 149 of the Companies Act, 2013, the Board and
Members have approved the appointment of all the existing Independent Directors for their
first term viz., Mr. M. Anand from 16th May 2022, Mr. Somasundaram PR & Dr. A Wadhawan
from 26th March 2025 & second term of Dr. (Ms.) S. Maheshwari from 18th May 2025.
The Independent Directors have submitted the Declaration of Independence, as required
pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the
criteria of Independence as provided in sub-section (6).
During the year ended 31st March 2026, Six Board & Five Audit Committee Meetings
were held, the details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013.
5. Remuneration Policy and Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Regulation 27 of LODR,
the Board of Directors on the recommendation of the Nomination & Remuneration
Committee, adopted a Policy on remuneration of Directors and Senior Management. The
Remuneration Policy is stated in the Corporate Governance Report. Performance evaluation
of the Board was carried out during the period under review. The details are given in the
Corporate Governance Report.
6. Familiarization programs for the Independent Directors
In compliance with the provisions of LODR, the Company has put in place a
familiarization programme for the Independent Directors to familiarize them with their
role, rights and responsibilities as Directors, the working of the Company, nature of the
industry in which the Company operates, business model, etc. It is also available on the
Company's website:
https://india-pharma.gsk.com/en-in/investors/shareholder-information/policies
7. Particulars of Contracts and Related Party Transactions (“RPT”)
In line with the requirements of the Companies Act, 2013 and LODR, your Company has
formulated a policy on RPT. All RPTs entered into, during the year ended, were on arm's
length basis and were in ordinary course of business. There were no materially significant
RPTs with the Promoters, Directors or Key Managerial Personnel which may have a potential
conflict of interest of the Company's at large. The Policy of RPTs can be accessed on the
Company's website: https://india-pharma.gsk.com/en-in/i nvestors/
shareholder-information/policies .
All RPTs are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for RPTs on a quarterly basis for transactions which are of a
repetitive nature and / or entered in the ordinary course of business and are at arm's
length. All RPTs are subject to independent review by a reputed accounting firm to
establish compliance with the requirements of RPTs under the Companies Act, 2013 and LODR.
8. Directors' Responsibility Statement
Your Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanations relating to material departures, if any;
(ii) that the 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 as on 31st March 2026 and
of the profit of the Company for the year ended on that date;
(iii) that the Directors had 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;
(iv) that the Directors have prepared the annual accounts on a going concern basis;
(v) that proper internal financial controls laid down by the Directors were followed by
the Company and such internal financial controls are adequate and were operating
effectively and;
(vi) that proper systems to ensure compliance with the provisions of all applicable
laws have been devised and such systems were adequate and were operating effectively.
9. Conservation of energy, technology absorption at Nashik site, foreign exchange
earnings and outgo Conservation of Energy
• Reduction of 2308 KL fresh water in 2025 - Sustainability towards water
positive.
• Site received BSI Kite mark Antimicrobial resistance certification with Zero
Non-conformance.
• Site received Certificate of Alliance for Water Stewardship International Water
Stewardship Standard v 2.0.
• Zero Liquid Discharge.
• Reduced energy consumption by 709918 kWh equivalent to CO2 reduction of 508
metric tons.
• Installed 300 kW capacity Solar Power System.
• Site received EHS Excellence award and Site sustainability excellence award 2025
from Eminence Business media.
Technology absorption:
• Sewerage Treatment Plant - 66 KLD for domestic wastewater treatment.
• Advanced Cooling Tower 900 TR Capacity.
• Electronic data integration of in-process quality check instrument at Eltroxin
manufacturing, enhancing Data Integrity feature.
• Artificial Intelligence/Machine Learning for purified water plants, thus
enhancing the plant performance.
• Upgrade of electrical & control panel in Alexander Werk Roll Compactor in
Albendazole manufacturing, thus enhancing the equipment upkeep and Data Integrity
functionality.
Foreign exchange earnings and outgo:
(Rs. in lakhs)
|
FY 2026 |
FY 2025 |
| Actual Foreign Exchange earnings |
1035.74 |
167,68.30 |
| Actual Foreign Exchange outgo |
97,658.84 |
799,90.57 |
10. Particulars of employees
The information under Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
• Ratio of Remuneration of Non-Executive Directors, Whole-time Directors & Key
Managerial Personnel (KMP) to the median remuneration of the employees of the Company for
the financial year ended 31st March 2026.
Sr.
no. |
Name of Directors |
Designation |
Ratio to Median Remuneration |
(%) Increase in remuneration in the financial year |
| 1 |
Ms. R.S. Karnad |
Chairperson, Non-Executive Director |
1.99 |
- |
| 2 |
Mr. M. Anand |
Independent Director |
1.69 |
- |
| 3 |
Dr. (Ms.). S. Maheshwari |
Independent Director |
1.48 |
- |
| 4 |
Mr. Somasundaram PR |
Independent Director |
0.44 |
- |
| 5 |
Dr. A. Wadhawan |
Independent Director |
0.35 |
- |
| 6 |
Mr. B. Akshikar* |
Managing Director |
58.91 |
19.57% |
| 7 |
Mr. A. Nadkarni |
Company Secretary |
13.12 |
8.62% |
*includes a realignment of 10.17% on base pay effective September 2025
- There was an 8.58% increase in the median remuneration of employees.
- There were 3103 permanent employees on the rolls of the Company as on 31st March
2026.
- Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof:
The average percentage increase made in the salaries of employees and managerial
personnel was 9.2% in 2025-26 in line with market and Business growth.
- We affirm that the remuneration paid to Directors, Key Managerial Personnel and other
employees is as per the Remuneration Policy of the Company.
H. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March 2026 is available on the Company's website (https://india-pharma.gsk.com/
en-in/investors/shareholder-information/annual-return/)
12. Disclosure Requirements
A report on Business Responsibility and Sustainability Reporting, describing the
initiatives taken by your Company from an Environment, Social and Governance (ESG)
responsibilities is available on the Company's website https://
india-pharma.gsk.com/en-in/investors/annual-reports .
Your Company is part of the GSK Plc group and conforms to the norms of Corporate
Governance adopted by them. As a Listed Company, necessary measures are being taken to
comply with the Listing Obligations & Disclosures Regulations, 2015 (LODR) with the
Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance
from the Auditor, given in Annexure ‘B', forms a part of this Report.
Your Company's Corporate Social Responsibility (CSR) policy can be accessed on your
Company's website (https://india-pharma.gsk.com/media/axehmi1g/ approved-csr-policy.pdf).
A detailed report on the CSR programmes undertaken during the year is provided in Annexure
‘C' to the Directors' Report of this Annual Report.
As per the provisions of Section 139 of the Companies Act, 2013, Deloitte Haskins and
Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company
for a second term of five years at the 97th Annual General Meeting held on 27th July 2022
to hold office from the conclusion of the said Meeting till the conclusion of the 102nd
Annual General Meeting to be held in 2027 on a remuneration to be determined by the Board
of Directors.
Pursuant to the provisions of Section 204 of the Act, and the Rules made there under
and LODR, Parikh & Associates, Practicing Company Secretaries, were appointed as the
Secretarial Auditors of the Company for the first term of five years from 1st April 2025
to 31st March 2030 and remuneration to be determined by the Board of Directors. The Report
of the Secretarial Auditor is annexed to the Board Report as Annexure ‘D' which
forms a part of this Report. The Secretarial Audit Report does not contain any
qualification, reservation, or adverse remark.
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the
recommendation of the Audit Committee have appointed R. Nanabhoy & Co., Cost
Accountants for conducting the audit of the cost accounting records maintained by the
Company for its Formulations for the year 2026-2027. The Audit Committee and the Board
recommended ratification of remuneration for the year 2025-26 & 2026-27 to the Members
of the Company at the ensuing Annual General Meeting.
13. Transfer of Equity Shares Unpaid/ Unclaimed Dividend to the Investor Education
Protection Fund (“IEPF”)
In line with the statutory requirements, the Company has transferred to the credit of
the IEPF set up by the Government of India, equity shares in respect of which dividend had
remained unpaid/ unclaimed for a period of seven consecutive years within the timelines
laid down by the MCA. An unpaid/unclaimed dividend for seven years or more has also been
transferred to the IEPF pursuant to the requirements under the Act.
A special cycle of remittance was conducted once during the year to remit unclaimed
dividends directly into the updated bank account of shareholders before transfer of such
dividends to IEPF.
KYC letters are sent to encourage shareholders to update their KYC details and
dematerialize their shares held in physical form.
The Investor Education and Protection Fund Authority (IEPFA), under India's Ministry of
Corporate Affairs (MCA), had requested companies to carry out a special outreach campaign
“Saksham Niveshak” from July 8,2025, to November 6, 2025, and from April 1, 2026
to July 9, 2026 to reach out to shareholders whose dividend remain unpaid/unclaimed.
The objective of this campaign is to proactively encourage investors to claim their
rightful dividends and update KYC details (PAN, Bank details, Nomination) well before the
funds and the underlying shares are transferred to the IEPF account.
14. Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
15. General
Pursuant to Section 129(3) of the Companies Act, 2013, a statement in form AOC-1'
containing salient features of the Financial Statements of the Subsidiary Company is
attached. Although the audited statements of accounts, relating to the Company's
subsidiary is no longer required to be attached to the Company's Annual Report, the same
is enclosed as and in way of better disclosure practice.
The Company complies with Maternity Benefits provisions as provided under Chapter VI of
Code on Social Security, 2020.
The information relating to top ten employees in terms of remuneration and employees
who were in receipt of remuneration of not less than Rs. 1.02 Crores during the year or
Rs. 8.5 Lakhs per month during any part of the year forms part of this report and will be
provided to any Shareholder on a written request to the Company Secretary. In terms of
Section 136 of the Act, the said report will be available for inspection of the Members at
the registered office of the Company during the business hours on working day of the
Company upto date of Annual General Meeting and through electronic mode. The Members may
write an email to in.investorquerv@gsk.com by mentioning “Request for
Inspection” in the subject of the email.
16. Acknowledgments
The Directors expressed their appreciation for the contribution made by the employees
to the significant improvement in the operations of the Company and for the support
received from all other Stakeholders including Members, Doctors, Medical Professionals,
Customers, Suppliers, Business Partners and the Government.
The Board and the Management of your Company are indeed appreciative of the substantial
support being received from GSK Plc, the parent organization, in providing new healthcare
solutions which are products of its discovery labs and the technological improvements
which benefit your Company immensely.
|
On behalf of the Board of Directors |
|
Ms. Renu S. Karnad |
|
Chairperson |
| Mumbai, 13th May 2026 |
|
|