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:
|
Particulars
|
Standalone
|
' in million Consolidated
|
|
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) (1,0 00)
|
|
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 ' 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 ' 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:
' 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 ' 1/- (Rupee One only) each.
B. Issued, subscribed and paid-up share capital:
' 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 ' 1/- (Rupee One only) each fully paid-up.
Dividend:
Your directors have recommended a final dividend of ' 1/- (Rupee One only) (i.e. 100%) per equity share of ' 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 ' 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 ' 1/- (Rupee One only) each fully paid-up at a price of ' 1,150 (Rupees One Thousand One Hundred Fifty only) aggregating to ' 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 ' 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 ' 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 ' 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 (' 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:
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Sr. No.
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Date of Board meeting
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1.
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May 20, 2025
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2.
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August 12, 2025
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3.
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November 6, 2025
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4.
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February 9, 2026
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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 ' 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 ' 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.
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
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Corporate social responsibility (“CSR”) and environment social and governance (“ESG”) committee:
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The details of statutory obligation, amount set-off, net amount to be contributed, actual amount utilized towards CSR activities
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and unutilized amount transferred to ‘Zydus Lifesciences Limited Unspent CSR Account 2025-26' are provided in below table:
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Amount
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Sr. No. Particulars
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(' in million)
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i. 2 (two) percent of average net profit of the Company as per section 135(5) of the Act 835
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ii. Amount set-off for the Financial Year 287
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iii. Amount to be spent for the Financial Year [(i)-(ii)] 548
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iii. a actual amount utilized during the Financial Year 101
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iii. b unutilized amount transferred to Unspent CSR Account 2025-26 447
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Note 1: An amount of ' 447 million, though contributed to the implementing agency, but remained unutilized as at
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March 31, 2026, and hence the implementing agency transferred the funds to “Zydus Lifesciences Limited Unspent
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Corporate Social Responsibility Account 2025-26" on April 27, 2026.
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Note 2: An amount of ' 0.51 million, though contributed to the vendor, but remained unutilized as at March 31, 2026, and
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hence was transferred to “Zydus Lifesciences Limited Unspent Corporate Social Responsibility Account 2025-26" on
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April 22, 2026.
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Note 3: Total amount of ' 447.51 million (' 447 million ' 0.51 million) was transferred to “Zydus Lifesciences Limited Unspent
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Corporate Social Responsibility Account 2025-26".
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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.
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