Board's Report
Your directors are pleased to present the Thirty First Annual Report and the Audited
Financial Statements of Zydus Lifesciences Limited ("the Company") for
the Financial Year ended on March 31, 2026.
Financial highlights:
The financial statements of the Company have been prepared in accordance with the
Indian Accounting Standards ("Ind AS") notified under section 133 of The
Companies Act, 2013 ("the Act"), read with rule 7 of The Companies
(Accounts) Rules, 2014 ("the Accounts Rules").
Pursuant to and in compliance with the provisions of section 134(3) read with rule 8 of
the Accounts Rules, the standalone and consolidated financial performance of the Company
for the Financial Year ended on March 31, 2026, is summarized below:
|
|
|
|
Rs. in million |
|
Standalone |
Consolidated |
Particulars |
For the year ended on March 31, 2026 |
For the year ended on March 31, 2025 |
For the year ended on March 31, 2026 |
For the year ended on March 31, 2025 |
Revenue from Operations and Other Income |
131,515 |
158,125 |
276,579 |
235,110 |
Profit before Interest, Depreciation, Amortisation and Impairment
Expenses & Tax ("PBIDT") |
55,929 |
84,325 |
89,846 |
73,280 |
Less: Finance Cost |
4,829 |
4,639 |
4,389 |
1,659 |
Less: Depreciation, Amortisation and Impairment Expenses |
5,612 |
5,239 |
14,080 |
9,158 |
Profit Before Tax and Exceptional Items |
|
|
|
|
Less: Exceptional Items |
1,669 |
- |
5,166 |
2,196 |
Profit Before Tax ("PBT") |
43,819 |
74,447 |
66,211 |
60,267 |
Less: Tax Expenses |
8,221 |
16,698 |
15,947 |
14,119 |
Profit After Tax ("PAT") |
35,598 |
57,749 |
50,264 |
46,148 |
Add: Share of Profit of Joint Ventures (Net of Tax) |
- |
- |
971 |
578 |
Profit for the year |
35,598 |
57,749 |
51,235 |
46,726 |
Attributable to: |
|
|
|
|
Owners of the Parent |
35,598 |
57,749 |
50,400 |
45,255 |
Non-Controlling Interests |
- |
- |
835 |
1,471 |
Other Comprehensive Income (Loss) (Net of Tax) |
287 |
64 |
(7,748) |
(1,000) |
Total comprehensive income |
35,885 |
57,813 |
43,487 |
45,726 |
Attributable to: |
|
|
|
|
Owners of the Parent |
35,885 |
57,813 |
42,673 |
44,257 |
Non-Controlling Interests |
- |
- |
814 |
1,469 |
Opening balance in Retained Earnings |
187,942 |
133,476 |
245,616 |
203,690 |
Amount available for appropriation |
223,439 |
190,961 |
295,948 |
248,635 |
Dividend |
11,069 |
3,019 |
11,069 |
3,019 |
Closing Balance in Retained Earnings |
212,370 |
187,942 |
284,879 |
245,616 |
Earnings Per Share ("EPS") (Face Value of shares of
Rs.1/- each) |
35.38 |
57.39 |
50.09 |
44.97 |
Note: Previous year's figures have been re-grouped/re-arranged wherever necessary.
The Company proposes to retain an amount of Rs.212,370 million (Rupees Two Hundred
Twelve Thousand Three Hundred Seventy Million only) in the Statement of Profit and Loss.
The Company's principal sources of liquidity are the cash flow generated from business
operations, cash and cash equivalents and liquid investments. The Company maintains
sufficient liquidity to meet its fund requirements.
The Company has robust processes and systems, which facilitate continuous monitoring
and control over its business operations, including working capital requirements.
Share capital:
As at March 31, 2026, the authorized, issued, subscribed and paid-up share capital of
the Company was as under:
A. Authorized share capital:
Rs.1,725 million (Rupees One Thousand Seven Hundred Twenty Five only) divided into
1,725 million (one thousand seven hundred twenty five) equity shares of Rs.1/- (Rupee One
only) each.
B. Issued, subscribed and paid-up share capital:
Rs.1,006.23 (Rupees One Thousand Six Million Two Hundred Thirty Thousand only) divided
into 1,006,233,990 (one thousand six million two hundred thirty three thousand nine
hundred ninety) equity shares of Rs.1/- (Rupee One only) each fully paid-up.
Dividend:
Your directors have recommended a final dividend of Rs.1/- (Rupee One only) (i.e. 100%)
per equity share of Rs.1/- (Rupee One only) each for the Financial Year ended on March 31,
2026. The final dividend, if declared by the members at the ensuing annual general meeting
("AGM"), will result into cash outflow of Rs.1,006 million (Rupees One
Thousand Six Million only) (considering pre-buyback number of equity shares) and will be
paid to those members, whose names stand registered in the Register of Members on Friday,
July 24, 2026, i.e. the record date. In respect of shares held in demat mode, it will be
paid to the members whose names are furnished by the National Securities Depository
Limited and the Central Depository Services (India) Limited, as beneficial owners. The
Dividend Payout Ratio (including proposed dividend and buyback) for the Financial Year
ended on March 31, 2026, is 23.82% of the consolidated profits.
As per the provisions of the Income-Tax Act, 2025, dividends paid or distributed by the
Company shall be taxable in the hands of the members. Accordingly, the Company makes the
payment of the dividend from time to time after deduction of tax at source.
Pursuant to and in compliance with the provisions of regulation 43A of The Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("the Listing Regulations"), the Company has formulated Dividend
Distribution Policy, which is approved by the Board of Directors ("the Board")
and is uploaded on Company's website and the weblink of the same is provided in a separate
section of Corporate Governance Report on Page No. 252, which forms a part of this
Integrated Annual Report.
The Dividend Distribution Policy sets out the parameters to be considered by the Board
in determining the quantum of the dividend and/or the utilization of the retained profits
earned by the Company.
Buyback of equity shares:
The Board at its meeting held on May 19, 2026, passed a resolution to buyback 9,565,217
(nine million five hundred sixty five thousand two hundred seventeen) equity shares of
Rs.1/- (Rupee One only) each fully paid-up at a price of Rs.1,150 (Rupees One Thousand One
Hundred Fifty only) aggregating to Rs.11,000 million (Rupees Eleven Thousand Million
only), excluding the transaction costs relating to the buyback, from the members of the
Company on proportionate basis under the tender offer route in accordance with the
provisions of The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 and the Act and Rules framed thereunder. Said buyback is within the
powers of the Board.
Buyback exercise will be undertaken as per the statutory provisions.
Secretarial standards ("SS"):
The Company is in compliance with SS on Meetings of Board of Directors and General
Meetings issued by The Institute of Company Secretaries of India ("the ICSI").
Management discussion and analysis ("MDA"):
Pursuant to and in compliance with the provisions of regulation 34(2)(e) read with Part
B of Schedule V of the Listing Regulations, MDA for the Financial Year ended on March 31,
2026, is presented in a separate section which forms a part of this Integrated Annual
Report.
Consolidated financial statements:
Pursuant to and in compliance with the provisions of Ind AS- 110 on Consolidation of
Financial Statements read with Ind AS-28 on Accounting for Investments in Associates and
Joint Ventures and as prescribed under the provisions of the Act read with Schedule III of
the Act and Rules framed thereunder and the Listing Regulations, the Audited Consolidated
Financial Statements are provided in the Integrated Annual Report, which show the
financial resources, assets, liabilities, income, profits and other details of the
Company, its associate companies and its subsidiary companies after elimination of
minority interest, as a single entity.
Subsidiary and joint venture companies:
The Company has total 75 (seventy five) subsidiary companies, of that 55 (fifty five)
are step down subsidiary companies and 4 (four) joint venture companies as at March 31,
2026. In terms of rule 8(5) of the Accounts Rules, during the Financial Year ended on
March 31, 2026, there has been no material change in the nature of business of the
Company, subsidiary and joint venture companies. There is 1 (one) partnership firm in the
group, in which 2 (two) wholly owned subsidiary companies of the Company are the partners.
More details are provided in the Audited Standalone Financial Statements. During the
Financial Year ended on March 31, 2026, the Board reviewed the performance/affairs of the
subsidiary companies.
Pursuant to and in compliance with the provisions of section 134(3) of the Act, read
with rule 8(5) of the Accounts Rules, the details of changes in subsidiary and associate
companies are as under:
1. Zydus MedTech (France) SAS:
1.1 Zydus MedTech (France) SAS ("Zydus MedTech France"), a step down
wholly owned subsidiary of the Company acquired 85.6% of the share capital and voting
rights ("Block Acquisition") of Amplitude Surgical SA, France ("Amplitude"),
along with its wholly owned subsidiaries on July 29, 2025.
Later on, Zydus MedTech France acquired the balance 14.4% share capital and voting
rights of Amplitude on October 24, 2025, through mandatory tender offer and squeeze-out.
In view of the same, Zydus MedTech France holds 100% share capital and voting rights of
Amplitude and hence, Amplitude became the wholly owned subsidiary of Zydus MedTech France.
The transaction was consummated on October 24, 2025.
Through the acquisition, Zydus forayed into Medtech space. The acquisition acts as a
platform to execute Zydus MedTech strategy in Orthopaedics segment with advanced surgical
products e.g. Andy-Surgical Robot.
1.2 In order to rationalize the non-operating subsidiary companies of Amplitude,
following step down subsidiaries of Amplitude have been dissolved without liquidation:
i. Auroralux S.A.S., Luxembourg, effective December 31, 2025.
ii. Ampliman 2, France, effective January 9, 2026.
iii. Ampliman 1, France, effective January 16, 2026.
2. Zylidac Bio LLC:
Zylidac Bio LLC, which was incorporated on July 11, 2025, as a wholly owned step down
subsidiary of Zydus Pharmaceuticals USA Inc., USA, ("ZPUI") which in turn
is a wholly owned subsidiary of the Company, acquired 2 (two) U.S. based biologics
manufacturing facilities of Agenus West LLC, and Agenus Inc., USA (collectively referred
to as "Agenus") one in Emeryville, CA and another in Berkeley, CA
("the Assets").
This acquisition of the Assets provides Zydus an entry into the global biologics
contract development and manufacturing organization ("CDMO") business and
will provide immediate access to advanced biologics manufacturing capabilities in
California, a leading global biotechnology hub. This strategic move enables Zydus to
leverage its foray into biosimilar in regulated markets, supply chain dynamics and a
favorable geopolitical environment to expand its reach in the U.S. and globally.
The above transaction for the acquisition of the Assets was consummated on January 15,
2026.
3. Zydus Foundation:
Pursuant to preferential issue and allotment of 450,000 (Four Hundred Fifty Thousand)
equity shares of Rs.10/- (Rupees Ten only) each fully paid- up of Zydus Foundation to
Ramanbhai Foundation, a public charitable trust, on November 19, 2025, Zydus Foundation,
which is a CSR arm for Zydus Group of entities, has ceased to be the wholly owned
subsidiary of the Company effective November 19, 2025. The Company holds 50,000 (Fifty
Thousand) equity shares of Zydus Foundation.
4. Naturell India (Private) Limited:
As a part of simplification of corporate structure, synergetic savings and efficiencies
due to larger scale of operations of Zydus Wellness Limited ("ZWL"), a
subsidiary of the Company, ZWL applied for the voluntary liquidation of Naturell India
(Private) Limited, ("NIPL'). The liquidator of NIPL has distributed the entire
business undertaking on a going concern basis to its parent entity ZWL effective September
20, 2025. As on March 31, 2026, the application of dissolution is under process with
Hon'ble National Company Law Tribunal, Ahmedabad Bench.
5. Alidac UK Limited:
Alidac UK Limited, which was incorporated in United Kingdom as a wholly owned
subsidiary of ZWL on August 5, 2025, acquired Comfort Click Limited ("CCL")
in United Kingdom, along with its wholly owned subsidiaries. The acquisition is part of
ZWL's strategy to enter into the Vitamins, Minerals and Supplements ("VMS")
segment and aligns with the strategic vision of expanding its international footprint and
building its presence in digital health and personalised wellness.
6. Liva Investment Limited:
Liva Investment Limited, a wholly owned subsidiary of ZWL, was dissolved effective
August 20, 2025.
7. Torrent Urja:
7.1 The Company entered into Share Subscription and Shareholders' Agreement ("SSSA")
on May 28, 2025, to subscribe 26.20% shares of Torrent Urja 26 Private Limited ("Torrent
Urja 26").
7.2 The Company and its various subsidiaries also entered into SSSAs on May 28, 2025,
to subscribe 22.06% shares of Torrent Urja 25 Private Limited ("Torrent Urja 25").
The above investment is in line with the Company's ESG commitment of carbon neutrality
through renewable power sources. Torrent Urja 26 and Torrent Urja 25 have become associate
companies of the Company.
Pursuant to the provisions of section 136 of the Act, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not attached with the
Balance Sheet of the Company. The Company will make available free of cost the Audited
Financial Statements of the subsidiary companies and the related detailed information to
any member of the Company who may be interested in obtaining the same. The Financial
Statements of the subsidiary companies will also be kept open for inspection. Pursuant to
and in compliance with the provisions of sections 129, 134 and 136 of the Act and Rules
framed thereunder and regulation 33 of the Listing Regulations, the Consolidated Financial
Statements presented by the Company include financial results of its subsidiary companies.
Pursuant to and in compliance with the provisions of section 129(3) of the Act and
rules 5 and 8(1) of the Accounts Rules, a statement containing the salient features of the
financial statements of its subsidiary and the joint venture companies is attached to the
Audited Financial Statements in prescribed Form No. AOC-1. The statement also provides
details of the performance and the financial position of the subsidiary and the joint
venture companies. The consolidated financial statements presented in this Integrated
Annual Report include financial results of the subsidiary and the joint venture companies.
Copies of the financial statements of the subsidiary companies is available on the website
of the Company in the investor zone and can be accessed by using the link www.zyduslife.com.
Pursuant to and in compliance with the provisions of regulation 46(2)(h) of the Listing
Regulations, the policy relating to material subsidiaries, prepared in compliance with
regulation 16(1)(c) of the Listing Regulations, is uploaded on Company's website and the
weblink of the same is provided in a separate section of Corporate Governance Report on
Page No. 253, which forms a part of this Integrated Annual Report.
Material subsidiary companies:
As per the Company's policy to determine material subsidiary companies, read with the
provisions of the Act and the Listing Regulations, Zydus Healthcare Limited ("ZHL"),
ZWL and Zydus Pharmaceuticals USA Inc., USA ("ZPUI') are the material
subsidiary companies of the Company, the details of which are provided in the Corporate
Governance Report, which forms a part of this Integrated Annual Report.
Nomination of independent directors ("IDs") on the board of material
subsidiary companies:
Pursuant to and in compliance with the provisions of regulation 24(1) of the Listing
Regulations, Mr. Bhadresh K. Shah, ID, is nominated on the Board of ZHL and ZPUI. The
Company is not required to nominate ID on the Board of ZWL.
Funding support to subsidiary companies:
Your Company funds its subsidiary companies, from time to time, in the ordinary course
of business and as per their funding requirements, through equity/preference shares, loan
and/or other means for their business purposes.
Integrated annual report:
The Company believes in value creation and Integrated Annual Report is an effective
tool to explore value creation by focusing on the Company's strategy, performance and
governance based on various forms of capital i.e. financial capital, human capital,
manufacturing capital, social capital, intellectual capital and natural capital. The
Integrated Annual Report contains financial and non-financial information about the
Company and helps various stakeholders to get a better understanding of the current
position and long-term perspective of the Company which will enable them to take informed
decisions. The Integrated Annual Report focuses on driving authentic, comprehensive and
meaningful information covering all aspects of the Company's performance.
Corporate governance report:
Pursuant to and in compliance with the provisions of regulation 34(3) read with Part C
of Schedule V of the Listing Regulations, a report on Corporate Governance forms a part of
this Integrated Annual Report.
Pursuant to and in compliance with the provisions of Part E of Schedule V of the
Listing Regulations, a certificate confirming compliance with the conditions of corporate
governance issued by SPANJ & Associates, Practicing Company Secretaries, is annexed to
the Corporate Governance Report.
Insurance:
The Company's manufacturing facilities, properties, equipment and stocks are adequately
insured against all major risks including loss on account of business interruption caused
due to property damage. The Company has appropriate liability insurance covers
particularly for product liability, clinical trials and cyber liability. Pursuant to and
in compliance with provisions of regulation 25(10) of the Listing Regulations, the Company
has taken Directors' and Officers' Liability Policy to provide coverage against the
liabilities arising on them.
Public deposits:
The Company has neither accepted nor renewed any deposits from its members or public as
per the provisions of sections 73 and 74 of the Act read with Rules framed thereunder and
as such, no amount on account of principal or interest on deposits was outstanding as on
the date of the balance sheet.
Cost accounts and records:
Pursuant to and in compliance with the provisions of section 148(1) of the Act and
Rules framed thereunder, the Company has maintained the cost accounts and records.
Particulars of loans, guarantees and investments:
Pursuant to and in compliance with the provisions of section 134(3)(g) of the Act,
details of loans, guarantees and investments covered under section 186(4) of the Act are
given in the notes to the Audited Standalone Financial Statements, which forms a part of
this Integrated Annual Report.
Frauds:
During the Financial Year ended on March 31, 2026, the statutory auditors, the cost
auditors and the secretarial auditors have not reported to the Audit Committee, under
section 143(12) of the Act, any instances of fraud committed against the Company by its
officers or employees, the details of which would need to be mentioned in the Board's
Report.
Related party transactions:
All contracts/arrangements/transactions entered into by the Company during the
Financial Year ended on March 31, 2026, with related parties were in the ordinary course
of business, on an arm's length basis, in accordance with the policy on related party
transactions and had no conflict with the interest of the Company. All related party
transactions are placed before the Audit Committee on a quarterly basis for review and
approval.
Pursuant to and in compliance with the provisions of section 134(3)(h) of the Act read
with rule 8(2) of the Account Rules, and the Listing Regulations, disclosure of
particulars of material transactions with ZPUI entered into by the Company is annexed to
this report as Annexure-"A", which is in the prescribed Form No. AOC-2.
Disclosures on related party transactions as per Ind-AS 24 are set out in Note No. 41 of
the Audited Standalone Financial Statements and Note No. 47 of the Audited Consolidated
Financial Statements.
As a part of the Company's annual planning process, before the beginning of a financial
year, details of all the transactions proposed to be executed with related parties,
including the estimated amounts of transactions to be executed and other relevant details,
are approved by the Audit Committee and the Board.
Further approval is sought during the year for any new transaction/modification to the
previously approved limits/terms of contracts with the related parties. This is followed
by a quarterly review of the related party transactions by the Audit Committee.
Pursuant to and in compliance with the provisions of regulation 46(2)(g) of the Listing
Regulations, the weblink to view the policy on materiality of related party transactions
and dealing with related party transactions is provided in a separate section of Corporate
Governance Report on Page No. 253, which forms a part of this Integrated Annual Report.
Pursuant to and in compliance with the provisions of regulation 23(9) of the Listing
Regulations, the Company has filed the related party transactions with the stock exchanges
on the date of disclosing the standalone and consolidated financial results.
Directors and key managerial personnel:
As at March 31, 2026, your Company's Board is comprised of 9 (nine) Directors who have
considerable experience in their respective fields, the details of which are provided in
the below table:
Sr. No. |
Category of directors |
Number of directors |
% age |
1. |
Independent directors |
5 |
56 |
1a. |
Woman independent directors (out of 1 above) |
2 |
22 |
2. |
Executive directors |
2 |
22 |
3. |
Non-executive directors |
2 |
22 |
4. |
Total (1+2+3) |
9 |
100 |
Other statutory details are provided in the Corporate Governance Report, which forms a
part of this Integrated Annual Report.
i. Appointment/cessation of IDs:
Based on the recommendation of the Nomination and Remuneration Committee ("the NRC"),
the Board at its meeting held on May 19, 2026, approved the appointment of Mr. Kulin S.
Lalbhai (DIN: 05206878) as an ID for the term of 5 (five) years effective May 19, 2026,
subject to approval of the members by way of special resolution at the Thirty First AGM
scheduled to be held on August 11, 2026.
Based on the experience, expertise (including proficiency) and integrity of Mr. Kulin
S. Lalbhai, the Board formed an opinion that the said appointment is in the best interest
of the Company.
Consequent upon completion of the tenure, Mr. Apurva S. Diwanji (DIN: 00032072) ceased
to be Director as well as ID of the Company effective May 12, 2026. The directors placed
on record its sincere appreciation for the valuable contributions made by him during the
tenure as an ID of the Company.
ii. Re-appointment of director:
Mr. Ganesh N. Nayak (DIN: 00017481) has already attained age of 70 (seventy) years and
based on the recommendation of the NRC and the Board, the members at the Thirtieth AGM
held on August 12, 2025, passed the special resolution to re-appoint him as the Director
in employment of the Company, for a further period of 5 (five) years i.e. from July 12,
2025 to July 11, 2030.
iii. Retirement by rotation:
Pursuant to and in compliance with the provisions of section 152(6) of the Act and in
terms of article 66 of the Articles of Association of the Company, Mr. Pankaj R. Patel,
(DIN: 00131852) and Mr. Mukesh M. Patel (DIN: 00053892), non-executive directors, will
retire by rotation at the ensuing AGM and being eligible, offered themselves for
re-appointment. The Board recommends their re-appointment.
iv. Declaration of independence:
Pursuant to and in compliance with the provisions of section 134(3)(d) of the Act, the
Company has received declaration of independence as stipulated under sections 149(6) and
149(7) of the Act and regulations 16(1)(b) and 25(8) of the Listing Regulations from IDs
confirming that they are not disqualified for continuing as an ID. There has been no
change in the circumstances affecting their status as an ID of the Company.
All IDs have complied with the code prescribed under Schedule IV of the Act.
As per the declarations received, all the directors of the Company, who are required to
get registered, have registered themselves with The Indian Institute of Corporate Affairs.
Further, they have qualified the online proficiency self-assessment test or are exempted
from passing the test as required in terms of section 150 of the Act read with rule 6 of
The Companies (Appointment and Qualifications of Directors) Rules, 2014.
The Board has taken on record the declaration and confirmation submitted by the IDs
after undertaking due assessment of the veracity of the same.
v. Profile of directors seeking appointment/re-appointment:
Pursuant to and in compliance with the provisions of regulation 36(3) of the Listing
Regulations and standard 1.2.5 of SS on General Meetings, particulars of the directors
seeking appointment/re-appointment at the ensuing AGM are annexed to the notice convening
Thirty First AGM.
During the Financial Year ended on March 31, 2026, no director of the Company has
resigned.
vi. Key managerial personnel ("KMP"):
In compliance with the provisions of sections 2(51) and 203 of the Act, the following
are the KMP of the Company as on March 31, 2026 (which also includes details of changes
during the year):
1. Dr. Sharvil P. Patel, Managing Director
2. Mr. Ganesh N. Nayak, Director (upto July 12, 2025)
3. Mr. Nitin D. Parekh, Chief Financial Officer (ceased effective August 31, 2025, upon
superannuation)
4. Mr. Tushar D. Shroff, Chief Financial Officer (appointed effective September 1,
2025) and
5. Mr. Dhaval N. Soni, Company Secretary.
During the Financial Year ended on March 31, 2026, no KMP of the Company has resigned.
vii. Board evaluation:
Pursuant to and in compliance with the provisions of the Act read with Rules framed
thereunder and as provided in Schedule IV of the Act and regulation 17(10) of the Listing
Regulations, the NRC and the Board have carried out an annual evaluation of its own
performance, the directors individually as well as its committees. Pursuant to and in
compliance with the provisions of section 134(3)(p) of the Act read with rule 8(4) of the
Account Rules, the manner in which the evaluation was carried out is provided in the
Corporate Governance Report, which forms a part of this Integrated Annual Report.
In a separate meeting of IDs, the performance of the non-independent directors, the
Board as a whole and the Chairman of the Company was evaluated, taking into account the
views of executive directors and nonexecutive directors.
The NRC and the Board evaluated the performance of the (i) committees constituted by
the Board and (ii) individual directors taking into consideration various aspects. While
evaluating, following parameters were taken into consideration:
1. Committees constituted by the Board: Contribution of the committee in
development of corporate strategy, proper formation of the committee, updates on the
latest regulatory developments, and allocation of sufficient time for discussion at
committee meetings.
2. Individual directors: Attendance at different meetings, preparedness to
devote sufficient time for the meetings, relationship with the Chairman, other Board
members, KMP and Senior Management, updating knowledge with latest developments in
regulatory and market conditions, and expressing views on specialized agenda items.
The functioning of the Board, the committees constituted by the Board and performance
of individual directors was found satisfactory.
viii. Nomination and remuneration policy:
Pursuant to and in compliance with the provisions of section 178(3) of the Act and
regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Board has
on the recommendation of the NRC, framed a policy on selection and appointment of
directors, senior management and their remuneration. As per section 178(4) of the Act, the
Nomination and Remuneration Policy and weblink of the same is provided in a separate
section of Corporate Governance Report on Page No. 253, which forms a part of this
Integrated Annual Report.
ix. Pecuniary relationships or transactions:
During the Financial Year ended on March 31, 2026, except those disclosed in the
Audited Financial Statements, the non-executive directors of the Company had no pecuniary
relationships or transactions with the Company.
x. Non-disqualification:
None of the directors are disqualified from being appointed as directors as specified
under section 164(1) and 164(2) of the Act read with rule 14(1) of The Companies
(Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified
by the Securities and Exchange Board of India ("SEBI"), Ministry of
Corporate Affairs ("MCA") or any other such statutory authority.
xi. Remuneration to directors, KMP and senior management:
Remuneration paid to the directors, KMP and senior management is in accordance with the
NRC Policy. More details are provided in the Corporate Governance Report which forms a
part of this Integrated Annual Report.
Dr. Sharvil P. Patel, Managing Director, has not received any remuneration or
commission from any of the subsidiary companies. He has received an aggregate sitting fees
of Rs.1 million (Rupees One Million only) for attending the Board and committee meetings
of ZWL and ZHL.
Mr. Ganesh N. Nayak, Director in employment of the Company, has not received any
remuneration or commission from any of the subsidiary companies. He has received sitting
fees of Rs.1 million (Rupees One Million only) towards sitting fees for attending the
Board and committee meetings of ZWL.
Further, the Company does not have a holding company, hence, the circumstance of any
remuneration or commission from a holding company does not arise.
Credit rating:
The details of credit ratings obtained during the Financial Year ended on March 31,
2026, are provided in below table (no change compared to last year):
Sr. No. |
Facility/Instrument |
Amount (Rs. in million) |
Ratings |
1. |
Various Bank Facilities |
47,240 |
Long term rating CRISIL AAA/Stable (Reaffirmed) Short term rating
CRISIL A1+ (Reaffirmed) |
2. |
Commercial Papers (CPs) * |
2,000 |
CRISIL A1+ (Reaffirmed) |
3. |
|
500 |
CRISIL AAA/Stable (Reaffirmed) |
4. |
Non-Convertible Debentures (NCDs) * |
750 |
CRISIL AAA/Stable (Reaffirmed) |
* No CPs/NCDs were issued during the Financial Year ended on March 31, 2026.
Insider trading regulations:
The Company has adopted the code for insider trading as per The Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015 ("Insider
Trading Regulations"). Other details on Insider Trading Regulations are provided
in the Corporate Governance Report, which forms a part of this Integrated Annual Report.
Directors' responsibility statement:
In terms of section 134(3)(c) and 134(5) of the Act and to the best of their knowledge
and belief, and according to the information and explanations provided to them, your
directors hereby make the following statements:
i. that in preparation of the Financial Statements, the applicable accounting standards
have been followed along with proper explanations relating to material departures, if any,
ii. that such accounting policies have been selected and applied consistently and
judgments and estimates made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on March 31, 2026, and of the profit of the
Company for the year ended on that date,
iii. that proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for prevention and detection of fraud and other irregularities,
iv. that the annual financial statements have been prepared on a going concern basis,
v. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively, and
vi. that the systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
Transfer of shares and dividend to Investor Education and Protection Fund
("IEPF"):
Pursuant to and in compliance with the provisions of sections 124 and 125 of the Act
and Rules framed thereunder, the Company transfers the unclaimed dividend and equity
shares to IEPF, whose dividend has remained unclaimed for a continuous period of 7 (seven)
years.
As at March 31, 2026, (i) 1,725,923 (one million seven hundred twenty five thousand
nine hundred twenty three) equity shares are lying with IEPF and (ii) there are no amounts
due and outstanding to be credited to IEPF.
Board meetings:
Pursuant to and in compliance with provisions of section 134(3)(b) of the Act, the
details of the number of Board meetings held during the Financial Year ended on March 31,
2026, are provided below:
Sr. No. |
Date of Board meeting |
1. |
May 20, 2025 |
2. |
August 12, 2025 |
3. |
November 6, 2025 |
4. |
February 9, 2026 |
Pursuant to and in compliance with provisions of section 173(1) of the Act, the time
gap between any 2 (two) Board meetings was not more than 120 (one hundred twenty) days.
In compliance with the provisions of sections 175 and 179 of the Act, the Board
approved 5 (five) resolutions by circulation, vide resolutions dated April 30, 2025, June
16, 2025, June 27, 2025, September 5, 2025, and March 10, 2026. Other information with
regard to the Board meetings is given in the Corporate Governance Report, which forms a
part of this Integrated Annual Report.
Committees:
As at March 31, 2026, the Company has 7 (seven) committees namely Audit Committee,
Nomination and Remuneration Committee, Risk Management Committee, Corporate Social
Responsibility and Environment Social and Governance Committee, Stakeholders'/Investors'
Relationship Committee, Share Transfer Committee and Finance and Administration Committee.
The Board has accepted the recommendations of all the committees constituted by the
Board.
A detailed note on the composition of the Board and its committees, governance of
committees including its terms of reference, number of committee meetings held during the
Financial Year ended on March 31, 2026, and attendance of the members, is provided in the
Corporate Governance Report, which forms a part of this Integrated Annual Report. The
composition and terms of reference of all the committees of the Board are in line with the
provisions of the Act and the Listing Regulations.
Corporate governance:
The Company has complied with the corporate governance requirements under the Act and
as stipulated under the Listing Regulations. A separate section on detailed report on the
corporate governance practices followed by the Company under the Listing Regulations,
along with a certificate from SPANJ & Associates, Practicing Company Secretaries,
confirming the compliance, forms a part of this Integrated Annual Report.
Auditors and their reports:
i. Statutory auditors and audit report:
Deloitte Haskins & Sells LLP, Chartered Accountants ("Deloitte"),
were appointed as the statutory auditors of the Company for a period of 5 (five)
consecutive years from the conclusion of Twenty Second AGM till the conclusion of Twenty
Seventh AGM.
Based on the recommendation of the Audit Committee and the Board, members at their
Twenty Seventh AGM passed the resolution to re-appoint Deloitte as the statutory auditors
of the Company for a further period of 5 (five) consecutive years from the conclusion of
Twenty Seventh AGM till the conclusion of Thirty Second AGM in the calendar year 2027,
with an authority to the Audit Committee and the Board to decide the remuneration payable
to them.
Deloitte has issued an unmodified opinion on the financial statements for the Financial
Year ended on March 31, 2026, and the same forms a part of this Integrated Annual Report.
The Board has duly reviewed the statutory auditors' report and the observations and
comments, appearing in the report, are self-explanatory and do not call for any further
explanation/clarification by the Board as provided under section 134(3)(f) of the Act.
ii. Cost auditors and audit report:
Pursuant to the provisions of section 148(3) of the Act and rules 3 and 4 of The
Companies (Cost Records and Audit) Rules, 2014, ("the Cost Rules") the
cost audit records maintained by the Company in respect of drugs and pharmaceuticals are
required to be audited. The Board had, on the recommendation of the Audit Committee,
appointed R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010) to audit
the cost records of the Company for the Financial Year ending on March 31, 2027, on a
remuneration of Rs.1 million (Rupees One Million only) plus applicable Goods and Services
Tax and out of pocket expenses at actuals. Pursuant to the provisions of section 148 of
the Act and rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the cost auditors is required to be placed before the members in a
general meeting for ratification. Accordingly, a resolution seeking ratification by
members for the remuneration payable to R. Nanabhoy & Co. is included at Item No. 6 of
the Notice convening Thirty First AGM.
R. Nanabhoy & Co. holds a valid certificate of practice. They have confirmed that
they are not disqualified under section 141 read with sections 139 and 148 of the Act and
their appointment meets the requirements as prescribed under section 141(3) of the Act.
They have also confirmed that they are independent of the management, and no orders or
proceedings are pending against them relating to professional conduct before The Institute
of Cost Accountants of India or any other competent court/authority.
The cost audit report for the Financial Year ended on March 31, 2025, which was filed
on September 3, 2025, did not contain any qualification, reservation, or adverse remark.
The cost audit report for the Financial Year ended on March 31, 2026, will be filed within
the prescribed timelines.
iii. Secretarial auditors and audit report:
Pursuant to and in compliance with the provisions of regulation 24A(1) of the Listing
Regulations and section 204 of the Act read with Rules framed thereunder, based on the
recommendation of the Audit Committee and the Board, SPANJ & Associates, Practicing
Company Secretaries were appointed as the secretarial auditors of the Company for the
first term of 5 (five) consecutive years at the Thirtieth AGM held on August 12, 2025, to
undertake the secretarial audit of the Company.
SPANJ & Associates have provided the secretarial audit report ("SAR")
for the Financial Year ended on March 31, 2026, which is annexed herewith as Annexure-"B".
The Board has duly reviewed the SAR and response to 1 (one) observation and comment,
appearing in the SAR is as under:
Prior intimation of Board meeting for fund-raise:
Based on the interpretation and as advised by the legal counsels managing the offer for
fund-raise, the prior intimation of the Board meeting considering the proposal for
fund-raise which was held on Thursday, November 6, 2025, was given to the stock exchanges
1 (one) working day in advance i.e. on Monday, November 3, 2025 (instead of 2 (two)
working days), which resulted into technical error, as there was a trading holiday on
Wednesday, November 5, 2025, on account of Prakash Gurupurb Sri Guru Nayak Dev Jayanti in
Mumbai, while it was a working day in Ahmedabad, where the registered office of the
Company is situated.
The Company received notices from BSE and NSE, both dated December 15, 2025, imposing a
fine of Rs.10,000/- (Rupees Ten Thousand only) each for the aforesaid non-compliance and
in compliance with the said notices, the Company paid the fine together with GST on
December 19, 2025.
As per the said notices, the Board at its meeting held on Monday, February 9, 2026,
noted that this technical non-compliance occurred with no intention of deviating from the
regulatory framework. The Board also noted that the Company has always endeavored to
comply with the applicable rules and regulations in its true letter and spirit and has
already undertaken necessary steps to strengthen its processes to avoid such technical
non-compliances. The outcome of the Board meeting (discussing about the said technical
non-compliance) was disclosed to the stock exchanges on the same day i.e. on Monday,
February 9, 2026.
Pursuant to and in compliance with the provisions of regulation 24A(1) of the Listing
Regulations, the SAR of ZHL, unlisted material subsidiary company incorporated in India is
annexed herewith as Annexure- "B1". The SAR of ZHL was issued by SPANJ
& Associates (also the secretarial auditors of the Company) and does not contain any
adverse remark or qualifications.
ZWL being a listed and material subsidiary of the Company is not required to annex the
SAR with the Boards' Report of the Company.
iv. Annual secretarial compliance report:
Pursuant to and in compliance with the provisions of regulation 24A(2) of the Listing
Regulations, SPANJ & Associates, Practicing Company Secretaries and the secretarial
auditors, have issued annual secretarial compliance report for the Financial Year ended
March 31, 2026. Said report was presented at the Board meeting held on May 19, 2026. The
Company will submit the said report to the stock exchanges within the prescribed time
frame. The annual secretarial compliance report contained 1 (one) remark pertaining to
technical non-compliance of prior intimation of Board meeting, as enumerated in para iii
above.
v. Internal audit:
Based on the recommendation of the Audit Committee, the Board at its meeting held on
May 19, 2026, re-appointed Ernst & Young LLP as the internal auditors to carry out
internal audit for the Financial Year ending on March 31, 2027.
Moreover, the in-house management audit team carries out the internal audit of the
operations of the Company and the local chartered accountant firms carry out regular audit
of consignment and forwarding agents ("CFA") of the Company.
Other details are provided in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Awards and recognitions:
Details of awards and recognitions are provided separately in this Integrated Annual
Report.
Business responsibility and sustainability report ("BRSR"):
Pursuant to and in compliance with the provisions of regulation 34(2)(f) of the Listing
Regulations, a separate section on BRSR (prepared on consolidated basis) forms a part of
this Integrated Annual Report.
Corporate social responsibility ("CSR") and environment social and governance
("ESG") committee:
The details of statutory obligation, amount set-off, net amount to be contributed,
actual amount utilized towards CSR activities and unutilized amount transferred to
‘Zydus Lifesciences Limited Unspent CSR Account 2025-26' are provided in below table:
Sr. No. Particulars |
Amount (Rs. in million) |
i. 2 (two) percent of average net profit of the Company as per section
135(5) of the Act |
835 |
ii. Amount set-off for the Financial Year |
287 |
iii. Amount to be spent for the Financial Year [(i)-(ii)] |
548 |
iii. a actual amount utilized during the Financial Year |
101 |
iii. b unutilized amount transferred to Unspent CSR Account 2025-26 |
447 |
Note 1: An amount of Rs.447 million, though contributed to the implementing agency, but
remained unutilized as at March 31, 2026, and hence the implementing agency transferred
the funds to "Zydus Lifesciences Limited Unspent Corporate Social Responsibility
Account 2025-26" on April 27, 2026.
Note 2: An amount of Rs.0.51 million, though contributed to the vendor, but remained
unutilized as at March 31, 2026, and hence was transferred to "Zydus Lifesciences
Limited Unspent Corporate Social Responsibility Account 2025-26" on April 22, 2026.
Note 3: Total amount of Rs.447.51 million (' 447 million + Rs.0.51 million) was
transferred to "Zydus Lifesciences Limited Unspent Corporate Social Responsibility
Account 2025-26".
The CSR and ESG Committee confirmed that the implementation and monitoring of the CSR
Policy was done in compliance with the CSR objectives and policy of the Company.
Pursuant to and in compliance with the provisions of section 135(1) of the Act, the
Board has constituted a CSR and ESG Committee. Pursuant to and in compliance with the
provisions of section 135(3)(a) read with section 134(3)(o) of the Act, the Company has
formulated a CSR Policy, which is placed on the Company's website. The details of the CSR
and ESG Committee constitution, CSR activities and other details, as required under
section 135 of the Act and The Companies (Corporate Social Responsibility Policy) Rules,
2014 ("the CSR Rules"), are given in the CSR Report at Annexure-"C".
A synopsis of the report of the independent agency for the CSR Project, to which impact
assessment is applicable in terms of the provisions of section 135 of the Act read with
Rules framed thereunder, is provided in the CSR Report.
Risk management:
Pursuant to and in compliance with the provisions of section 134(3)(n) of the Act and
regulation 21 of the Listing Regulations, the Company has constituted a Risk Management
Committee ("the RMC"). The details of the RMC and its terms of reference
are set out in the Corporate Governance Report, which forms a part of this Integrated
Annual Report.
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and take advance actions to
prevent or mitigate them. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks. The Company has framed
a Risk Management Policy to identify and assess the key risk areas, monitor and report
compliance and effectiveness of the policy and procedure.
During the Financial Year ended on March 31, 2026, the Company reviewed its Risk
Management Policy, and no revision was considered necessary to the said policy.
Discussion on risks and concerns is covered in the MDA, which forms a part of this
Integrated Annual Report.
Internal control system and its adequacy:
Pursuant to and in compliance with the provisions of section 134(5)(e) of the Act read
with rule 8(5) of the Account Rules, the Company has designed and implemented a process
driven framework for Internal Financial Controls ("IFC"). For the
Financial Year ended on March 31, 2026, the Board is of the opinion that the Company has
sound IFC commensurate with the size, scale and complexity of its business operations. The
IFC operates effectively, and no material weakness exists. The Company has a process in
place to continuously monitor the same and identify gaps, if any, and implement new and/or
improved internal controls whenever the effect of such gaps would have a material effect
on the Company's operations.
The Company has a well-placed, proper and adequate IFC system, which ensures:
• Orderly and efficient conduct of its business,
• Safeguarding of its assets,
• Prevention and detection of fraud and errors,
• Accuracy and completeness of the accounting records, and
• Timely preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as a part of IFC framework
and takes necessary corrective and preventive actions wherever weaknesses are identified
as a result of such reviews. This review covers entity level controls, process level
controls, fraud risk controls and the information technology environment.
Based on this evaluation, no significant events had come to notice during the Financial
Year ended on March 31, 2026, that have materially affected or are reasonably likely to
materially affect our IFC. The management has also come to a conclusion that the IFC and
other financial reporting was effective during the Financial Year ended on March 31, 2026,
and is adequate considering the business operations of the Company. The statutory auditors
of the Company have audited the IFC with reference to financial reporting and their audit
report is annexed as an annexure to the Independent Auditors' Report under Standalone
Financial Statements and Consolidated Financial Statements.
Managing risks of fraud, corruption and unethical business practices:
i. Vigil mechanism/whistle blower policy:
The Company has built a reputation for doing business with honesty and integrity and it
has zero tolerance for any type of unethical behavior or wrongdoing. The Company has in
place a stringent vigil system to report unethical behavior in order to promote
professionalism, fairness, dignity and ethical behavior in its employees.
Pursuant to and in compliance with the provisions of section 177(9) and (10) of the
Act, rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and regulation
22 of the Listing Regulations, the Company has established a robust vigil mechanism and
framed Whistle Blower Policy for directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy and Insider Trading Regulations. The Whistle Blower Policy, which
is applicable to all the stakeholders, is uploaded on Company's website and the weblink of
the same is provided in a separate section of Corporate Governance Report on Page No. 253,
which forms a part of this Integrated Annual Report.
Pursuant to and in compliance with the provisions of regulation 18(3) read with clause
18 of Part C of Schedule II of the Listing Regulations, the Audit Committee reviews the
functioning of the vigil mechanism/Whistle Blower Policy. No person was denied access to
the chairman of the Audit Committee. 1 (one) complaint was received under the whistle
blower mechanism during the Financial Year ended on March 31, 2026, which was adequately
addressed.
ii. Zydus business conduct policy:
The Company has framed "Zydus Business Conduct Policy" ("Business
Conduct Policy") and is monitored by the President-Group Human Resources and
Corporate Communication. Every employee is required to review and sign the policy at the
time of joining and an undertaking shall be given for adherence to the Business Conduct
Policy. The objective of the Business Conduct Policy is to conduct the business in an
honest, transparent and ethical manner. The Business Conduct Policy provides for
anti-bribery and avoidance of other corrupt practices by the employees of the Company.
Disclosure as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition
And Redressal) Act, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. In
terms of section 134(3) of the Act read with rule 8(5) of the Accounts Rules, the Company
has constituted an Internal Complaints Committee as required under the said act.
The Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at
prevention of harassment of employees and lays down the guidelines for identification,
reporting and prevention of sexual harassment.
The Company periodically conducts sessions for employees across the Company to build
awareness about the policy and the provisions of the said act.
Complaints of sexual harassment received by the Company are investigated in accordance
with the procedures prescribed and adequate steps are taken to resolve them. During the
Financial Year ended on March 31, 2026, 1 (one) complaint was received and the same was
resolved within 90 (ninety) days. No complaint was pending to be resolved as at March 31,
2026.
Annual return:
Pursuant to and in compliance with the provisions of section 92(3) read with section
134(3)(a) of the Act, Annual Return for the Financial Year ended on March 31, 2026, in
prescribed Form No. MGT-7 is available on the website of the Company at www.zyduslife.com.
The Annual Return will be filed with the Registrar of Companies within prescribed time
frame.
Particulars of employees:
The information required under section 197(12) of the Act and rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in Annexure-"D".
Energy conservation, technology absorption, foreign exchange earnings and outgo:
Information on conservation of energy, technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under section 134(3)(m) of the Act read with rule
8(3) of the Accounts Rules, is provided in Annexure-"E".
General disclosures:
During the Financial Year ended on March 31, 2026, the Company has not-
(i) issued any shares, warrants, debentures, bonds or any other convertible or
non-convertible securities,
(ii) issued any shares with differential voting rights,
(iii) issued any sweat equity shares, and
(iv) made any changes in voting rights.
In terms of section 134(3) of the Act read with rule 8(5) of the Accounts Rules, for
the Financial Year ended on March 31, 2026:
(i) there were no proceedings initiated/pending against the Company under the
Insolvency and Bankruptcy Code, 2016 which can materially impact the business of the
Company,
(ii) there were no instances where the Company required the valuation for a one-time
settlement or while taking the loan from the Banks or Financial institutions, and
(iii) no significant or material orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations in the
future.
The equity shares of the Company were not suspended for trading during the Financial
Year ended on March 31, 2026.
Disclosure pertaining to explanation for any deviation or variation in connection with
certain terms of public issue, right issue, preferential issue, etc. is not applicable to
the Company.
There were no revisions of the financial statements and the Board's Report during the
Financial Year ended on March 31, 2026.
The Company has complied with the applicable provisions of The Maternity Benefit Act,
1961.
In terms of section 134(3)(l) of the Act, apart from what is mentioned in this report,
there are no material changes and commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relate and
the date of this report.
Acknowledgment:
Your Directors thank the medical fraternity and patients for their patronage to the
Company's products. Your Directors also place on record their sincere appreciation for the
continued co-operation and support extended to the Company by various banks, employees,
vendors, investors, business associates, Stock Exchanges, financial institutions,
Government of India, State Governments and various departments and agencies for their
support and co-operation.
Your Directors appreciate and value the contribution made by every member of the Zydus
group.
|
On behalf of the Board of Directors |
|
Pankaj R. Patel |
Place : Ahmedabad |
Chairman |
Date : May 19, 2026 |
DIN: 00131852 |
|