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You can view full text of the latest Director's Report for the company.

BSE: 524404ISIN: INE750C01026INDUSTRY: Pharmaceuticals

BSE   ` 312.75   Open: 280.40   Today's Range 277.30
319.90
+33.85 (+ 10.82 %) Prev Close: 278.90 52 Week Range 156.00
281.40
Year End :2026-03 

The Directors take pleasure in presenting the thirty fourth (34th) Annual Report along with the financial statements for the year ended
March 31,2026.

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Turnover

13,414.76

11,743.74

29,509.38

26,228.45

Profit before Tax expenses

3,915.43

2,432.59

5,605.55

5,039.67

Less: Tax expenses

908.45

549.87

1,404.91

1,213.48

Profit after Tax

^^^^3,006.98

1,882.72

4,200.64

3,826.19

OPERATIONS/STATE OF AFFAIRS OF THE COMPANY

During the year 2025-26, your Company achieved turnover of Rs
13,414.76 Million with net profit of Rs 3,006.98 Million as compared
to turnover of Rs. 11,743.74 Million with net profit of Rs. 1,882.72
Million in the previous year.

On consolidated basis, your Company achieved turnover of Rs.
29,509.38 Million with net profit of Rs. 4,200.64 Million as compared
to turnover of Rs. 26,228.45 Million with net profit of Rs. 3,826.19
Million in the previous year. During the year, US and North America
formulation business reported growth of 24% and Australia and
New Zealand formulation business reported growth of 20%. Europe
and UK formulation business reported moderated revenue due to a
seasonally weak Q1 and high single-digit price erosion in select UK
products. Rest of world business performance impacted by ongoing
geopolitical disruptions leading to order fulfilment constrained by
logistics challenges and deliveries deferred to subsequent quarters.

In compliance with the IND AS on Consolidated Financial Statements,
this Annual Report also includes Consolidated Financial Statements
for the financial year under review.

DIVIDEND

The Board of Directors at its meeting held on May 26, 2026
recommended a final dividend of Rs. 0.90/- (90%) per equity share
of Re. 1/- each for the financial year ended March 31, 2026 subject
to approval of the Members at the ensuing Annual General Meeting
("AGM"). Total cash outflow on account of dividend payment will
be Rs. 407.85 Million. The Dividend will be paid in compliance
with applicable laws and in accordance with Company's Dividend
Distribution Policy. The Dividend Distribution Policy is available on
the Company's website
https://www.marksanspharma.com/pdf/
dividend-distribution-policy.pdf.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

i. Marksans Pharma (UK) Limited, through step down subsidiaries

Bell, Sons & Co. (Druggists) Limited and Relonchem Limited
which operates in the European markets, has achieved sales

of Rs 10,140.65 Million as compared to sales of Rs. 10,193.51
Million during previous year.

ii. Marksans Pharma Inc., through step down subsidiary Time-
Cap Laboratories Inc. which operates mainly in US and
North America, has achieved sales of Rs. 14,950.25 Million as
compared to sales of Rs. 12,081.76 Million during previous year.

iii. Nova Pharmaceuticals Australasia Pty Ltd. (your company holds
60% of the share capital) which operates mainly in Australia
and New Zealand has achieved sales of Rs. 2,897.62 Million as
compared to sales of Rs. 2,351.69 Million during previous year.

iv. Access Healthcare for Medical Products LLC, a wholly owned
subsidiary which operates mainly in UAE and neighbouring
countries has achieved sales of Rs. 179.20 Million as compared
to sales of Rs. 157.06 Million during previous year.

Pursuant to a Central Government's Circular dated February 08, 2011,
the audited accounts together with Directors' Report and Auditors'
Report of the subsidiaries namely Marksans Pharma (U.K.) Limited,
Marksans Pharma Inc., Nova Pharmaceuticals Australasia Pty Ltd and
Access Healthcare for Medical Products LLC are not being appended
to the Annual Report. However, a statement giving information in
aggregate for each subsidiary including step down subsidiaries are
attached to the Consolidated Balance Sheet. Further, statement
containing the salient features of financial statements of subsidiary
companies and their contribution to the overall performance of
the company are given in
Form AOC-1 forming part of this report
as
Annexure - H.

During the year, your company has incorporated two wholly owned
subsidiaries viz., Marksans (Canada) Inc. in Canada and Marksans
Pharma (Europe) Limited in Ireland. These companies are yet to
commence operations.

Your company has no joint ventures and associate companies.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis covering industry
structure and developments, financial and operational performance
of the Company, risks, threats and outlook forms a part of this Report.

RESERVES

Your Company has not transferred any amount out of the profit of
the year to the General Reserve.

SHARE CAPITAL

During the year under review, there was no change in the capital
structure of the Company.

Your Company has neither issued any equity shares with differential
rights as to dividend, voting or otherwise nor issued sweat equity
shares to Directors or employees, under any Scheme.

MARKSANS EMPLOYEE STOCK OPTION SCHEME 2024

At the Annual General Meeting (AGM) of the Company held on
24 September 2024, the Members had approved the Marksans
Employees Stock Option Scheme 2024 (the Scheme) as amended at
the AGM held on 08 August 2025 for the employees of the Company
and its subsidiary companies comprising of equity shares of the
Company, not exceeding 2,300,000 equity shares of face value of ?
1/- each. Under the said Scheme, the Company has granted 400,000
equity stock options on 24 September 2025 to certain eligible
employees of the Company and its Subsidiary Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the composition of the Board of Directors is
in accordance with the provisions of Section 149 of the Companies
Act, 2013 and Regulation 17 of SEBI Listing Regulations, with an
appropriate mix of executive, non-executive and independent
directors. The Board comprises of 8 (eight) directors, of which 5
(five) directors are non-executive of which 4 (four) directors are
independent, and 3 (three) directors are executive. The list of
directors of the Company has been disclosed as part of the Corporate
Governance Report.

a. Appointment/ Resignation/ Retirement of Directors:

i. Mr. Seetharama Raju Buddharaju (DIN: 03630668)
retired as an independent director of the Company on
completion of his tenure on 31 March 2025.

Mr. Srinivas Mishra (DIN: 1005205) has been appointed as
an independent director with effect from 01 April 2025.
In the opinion of the Board, Mr. Srinivas Mishra is best
suited to the integrity, expertise and experience required
by the Company. He has also passed proficiency test
conducted by the Indian Institute of Corporate Affairs.

ii. In terms of Section 152 of the Companies Act, 2013,
Dr. Sunny Sharma (DIN: 02267273) will retire by rotation
at the ensuing Annual General Meeting and being eligible
for re-appointment, offers himself for re-appointment.

b. Appointment/ Resignation/ Retirement of Key
Managerial Personnels:

During the year under review, there was no change in the Key
Managerial Personnel of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board met 6 (six) times
on 19.05.2025, 11.07.2025, 25.07.2025, 12.08.2025, 13.11.2025
and 05.02.2026.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

Your Company has in place a policy relating to nomination and
remuneration of directors as well as key managerial personnel
formulated by the Nomination and Remuneration Committee.
The Nomination and Remuneration Policy, inter alia, provides
for the following:

1. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for
appointment as Director in terms of Diversity Policy of the
Board and recommend to the Board his/ her appointment.

2. For the appointment of KMP (other than Managing Director/
Whole-time Director) or Senior Management, a person should
possess adequate qualification, expertise and experience
for the position he/ she is considered for the appointment.
For administrative convenience, the Managing Director is
authorised to identify and appoint a suitable person for the
position of KMP (other than Managing Director/ Whole-time
Director) and Senior Management.

3. The remuneration/ compensation/ commission, etc., as the case
may be, to the Managing/ Whole-time Director is determined
by the Nomination and Remuneration Committee and
recommended to the Board for approval. Such remuneration/
compensation/ commission, etc., as the case may be, is subject
to approval of the shareholders of the Company and is in
accordance with the provisions of the Companies Act, 2013
and Rules made there under. Remuneration of KMP (other
than Managing Director/ Whole-time Director) and Senior
Management is decided by the Managing Director based
on the standard market practice and prevailing HR policies
of the Company.

4. The remuneration/ commission/ sitting fee, as the case may
be, to the Non-executive Director/ Independent Director, is in
accordance with the provisions of the Companies Act, 2013
and the Rules made there under for the time being in force or
as may be decided by the Committee/ Board/ shareholders.

5. Promoter directors and independent directors are not entitled
to stock option of the Company.

DISCLOSURE UNDER SECTION 197(14) OF THE
COMPANIES ACT, 2013

During the Financial Year 2025-26, Mr. Mark Saldanha, Managing
Director of the Company has also received remuneration of Rs.
1,27,25,280.00 from the Company's wholly owned subsidiary, Time-
Cap Laboratories Inc.

EVALUATION OF PERFORMANCE OF BOARD,
COMMITTEE AND DIRECTORS

Performance evaluation of the Board as a whole, the Committees
of Directors and all individual Directors including Independent
Directors has been carried out for the year under review in accordance
with the criteria framed pursuant to the provisions of the Companies
Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Guidance Notes issued by SEBI.

Performance evaluation of each individual director including
independent director:

A questionnaire containing performance evaluation criteria was
circulated to each Director including Independent Directors. The
Directors filled up the questionnaire pertaining to other Directors
(except for himself/herself) and submitted the same to the Chairman
of the Board for review.

The Nomination and Remuneration Committee also carried out
performance evaluation of each director of the Company for the
year 2025-26. Evaluation of each director was done by all the other
Directors (other than the director being evaluated) in accordance
with the performance criteria suggested by the Committee and
applicable SEBI Guidance Note.

Performance Evaluation of the Board and Committees of
Directors:

The Board reviewed a questionnaire containing performance criteria
for the Board and the Committees of Directors. For the evaluation,
the Board took into consideration composition of the Board and
Committees of Directors, frequency of the meetings, attendance
of each director at the Board and respective Committee Meetings,
discharge of key functions and responsibilities prescribed under law,
effectiveness of corporate governance practices in the Company,
integrity of the Company's accounting/auditing and financial
reporting/control systems, etc.

All the Independent Directors of your Company had a separate
meeting without the attendance of executive directors and
management personnel and reviewed the performance of the
Board of Directors as a whole, the Chairman of the Board and the
executive non-independent directors during the year 2025-26. The
Independent Directors have also reviewed the quality, quantity
and timeliness of flow of information between the Company
management and the directors that was necessary for the directors
to effectively and reasonably perform their duties.

The results of the above performance evaluations are satisfactory
and adequate and meet the requirement of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the
Independent Directors confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Companies Act,
2013 read with Schedule IV of the Act and rules made there under,
as well as Regulations 16(1)(b) of the SEBI Listing Regulations and
they have registered themselves with the Independent Director's
Database maintained by the Indian Institute of Corporate Affairs.
The Independent Directors also confirmed that they are not aware
of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties. In the opinion of the Board, the independent directors
fulfilled the conditions specified in the above Act and Regulations
and are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company conducts familiarization programme for Independent
Directors to enable them to understand their roles, rights and
responsibilities and proactively keeps them informed of the
activities of the Company, its management and operations and
provides an overall industry perspective as well as issues being faced
by the industry. Company's policy on the familiarization program
for the independent directors as well as details of familiarization
programme imparted during the year is available on the Company's
web link at
https://www.marksanspharma.com/pdf/familiarisation-
programme-for-independent-directors-2025-26.pdf.

COMMITTEES OF THE COMPANY

Currently the Company has five committees: Audit Committee,
Nomination and Remuneration Committee, Stakeholders'
Relationship Committee, Corporate Social Responsibility Committee
and Risk Management Committee. Details of the composition of
these committees are given in the Corporate Governance Report
section of this Annual Report.

POLICIES AND CODES

Your Company always strives to promote and follow the highest level of ethical standards in all its business transactions. SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 mandated formulation of certain policies and codes for all listed companies. All
the policies and codes adopted by your Company are available on the web link at
http://marksanspharma.com/codes-policies.html. These
policies and codes are reviewed periodically by the Board and updated based on need and new compliance requirement. Key policies and
codes that have been adopted by the Company are as follows:

Name of the Policy and Code with weblink

Brief Description

Code of Conduct for Directors & Employees http://
marksanspharma.com/pdf/Code-of-Conduct.pdf

The Code envisages directors and employees of the Company to
observe in day-to-day operations of the Company

Code of Conduct to Regulate, Monitor and Report Trading in
securities http://marksanspharma.com/pdf/Code-Of-Conduct-
Insider-Trading.pdf

The Code provides framework for dealing with securities of the
Company by directors and employees of the Company

Name of the Policy and Code with weblink

Brief Description

Policy on Related Party Transactions https://marksanspharma.

com/pdf/Policy-on-materiality-of-related-party-transactions-

and-on-dealing-with-related-party-transactions.pdf

The Policy regulates all transactions between the Company and its
related parties

Corporate Social Responsibility (CSR) Policy http://
marksanspharma.com/pdf/CSR-Poilcy.pdf

The Policy outlines Company's strategy to bring about a positive impact
on society

Whistle Blower Policy (Vigil Mechanism) http://marksanspharma.
com/pdf/whistle-blower-policy.pdf

The Policy provides for directors and employees to report concerns
about unethical behaviour, actual or suspected fraud or violation of the
Company's codes of conduct and ethics

Policy for determination of materiality of events or information
and disclosures

https://www.marksanspharma.com/pdf/policy-for-

determination-of-materiality-of-events-or-information-and-

disclosures.pdf

The policy provides for determination of materiality of events or
information and disclosures of the same to stock exchanges

Code of Practice and Procedure for Fair Disclosure of
Unpublished Price Sensitive Information http://marksanspharma.
com/pdf/code-of-fair-disclosure.pdf

The Code envisages fair disclosure of events and occurrences that could
impact price discovery in the market for the Company's securities.

Policy for determining Material Subsidiary http://
marksanspharma.com/pdf/policy-on-material-subsidiary.pdf

The Policy provides criteria when a subsidiary becomes a material
subsidiary

Dividend Distribution Policy http://marksanspharma.com/pdf/
dividend-distribution-policy.pdf

The Policy envisages criteria for distribution of dividend.

Nomination and Remuneration Policy http://marksanspharma.
com/pdf/nomination-and-remuneration-policy.pdf

The Policy provides for criteria for appointment and remuneration of
directors and employees of the Company.


DEPOSITS

During the year under review, the Company has not accepted any
deposit within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014
and therefore, there are no deposits which are outstanding as on the
date of the Balance Sheet.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014, are given
in Note No. 5 of the notes to the Standalone Financial Statements
of the Company.

RESEARCH AND DEVELOPMENT (R&D)

Your Company is committed to continuously fund its R&D capabilities.
One of the Company's biggest strength lies in vibrant and productive
R&D function that has continuously placed your Company ahead
through consistent development of niche technology, processes
and products. Your Company will continue to invest in R&D to keep
pace with the changing global scenario.

Your Company has a Research & Development Centre at Verna,
Goa and at Navi Mumbai, Maharashtra to foray into new segments,
respond to globally unmet therapeutic needs, enhance the Company's
opportunity responsiveness and file a larger number of ANDAs.

REGULATORY COMPLIANCES

Your Company's facilities in UK and USA are approved by UK MHRA
and US FDA respectively. The Goa main facility and A-1 facility have
also gone through successful GMP audit by US FDA, UK MHRA &
Australian TGA and US FDA respectively.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo as required under section 134(3)
(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed to this report as
Annexure - A.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has in place adequate system of internal control and
management information systems which covers all financial and
operating functions. These systems are designed in a manner which
provides assurance with regard to maintenance of strict accounting
control, optimum efficiency in operations and utilization of resources
as well as financial reporting, protection of Company's tangible and
intangible assets and compliance with policies, applicable laws, rules
and regulations. Your Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives.
The Audit Committee has a process for timely check for compliance
with the operating systems, accounting procedures and policies.
Major risks identified by the Company are systematically addressed
through mitigating action on continuing basis.

INFORMATION TECHNOLOGY

Your Company continues to make required investments in
the Information Technology area to cope up with the growing
information technological needs necessary to manage operations
efficiently. Your Company has implemented state-of-the-art IT

applications in automating the processes in Quality, Manufacturing
and R&D. Your Company has also invested significant amount of
resources to build IT platform to de-risk manufacturing process and
to adopt best practices in the industry. The implementations spread
across Lab automation, instrument integration and manufacturing
execution systems. Virtually every aspect of your Company's
operations is carried out through SAP (Systems Applications and
Products in Data Processing) Enterprise Resource Planning.

HEALTH, SAFETY & ENVIRONMENT

Your Company is committed to ensure safety and sound health of the
employees at the workplaces. Your Company is also committed to
strengthen pollution prevention and waste management practices
for a safe and healthy environment. The Company's Plants are in
compliance with environmental regulations.

RELATED PARTY TRANSACTIONS

Your Company has not entered into any transaction during the year
with any related parties which are not at arm's length basis.

All Related Party Transactions (with the subsidiaries) that were
entered into during the financial year were in the ordinary course
of business at arm's length basis and repetitive in nature. These
transactions were placed before the Audit Committee for review
and entered in the Register maintained under Section 189 of the
Companies Act, 2013. The Audit Committee has granted omnibus
(ad hoc) approval for Related Party Transactions as per the provisions
and restrictions contained in the policy framed under Regulation 23
of the SEBI (LODR) Regulations, 2015.

Company's Policy on Related Party Transactions is available on the
Company's web link at
https://marksanspharma.com/pdf/Policy-
on-materiality-of-related-party-transactions-and-on-dealing-
with-related-party-transactions.pdf. Particulars of related party
transactions entered into during the FY 2025-26 have been disclosed
under Note No. 38(c) of the Notes to the Standalone Financial
Statements. Details of material transactions with the related parties
entered into during the year are disclosed in Form AOC - 2 annexed
to this report as
Annexure - B.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has in place a Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. Under the policy, an
effective vigil mechanism for directors and employees has been
established to report their genuine concerns, actual or suspected
fraud or violation of the Company's codes of conduct. The details
of establishment of the Whistle-Blower Policy have been disclosed

on the Company's web link athttp://marksanspharma.com/pdf/
whistle-blower-policy.pdf.

The said mechanism also provides for adequate safeguards against
victimisation of the persons who use such mechanism and makes
provision for direct access to the chairperson of the Audit Committee.
During the financial year 2025-26, no employee of the Company was
denied access to the Audit Committee and there were no instances
of any unethical behaviour, actual or suspicious fraud or violation in
the Company's operational policies.

RISK MANAGEMENT SYSTEM

Your directors are aware of the risks associated with the Company's
business. Your Company makes timely and regular analysis of various
risks associated with the Company's business and takes corrective
actions for managing/mitigating the same. Your Company has
institutionalized the policy/process for identifying, minimizing and
mitigating risks under the supervision of the Risk Management
Committee of the Company. The key risks and mitigation measures
are also reviewed by the Audit Committee. There is no element of
risk which in the opinion of the Board may threaten the existence
of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your company understands its responsibility towards the society,
community and environment and is committed to spend sensibly to
meet its CSR objectives. The report on the CSR activities undertaken
by the Company in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021 is
given in
Annexure - C annexed to this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

Your Company is fully committed to uphold and maintain dignity
of women working in the Company and has zero tolerance towards
any actions which may fall under the ambit of sexual harassment
at workplace. The Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaints Committees have been
set up in compliance with provisions relating to the constitution
of Internal Complaints Committee under the said Act to redress
complaints regarding sexual harassment at Mumbai office, Goa
plants and R&D Centre at Navi Mumbai. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

Details of complaints received, disposed and pending, during FY 2025-26 are as follows:

Particulars

No. of complaints

Number of complaints received during the financial year

Nil

Number of complaints resolved during the financial year

NA

Number of complaints pending as on March 31, 2026

Nil


COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and has policies, systems and processes
in place to ensure ongoing compliance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There are no orders passed by the Regulators/Courts/Tribunals
which would impact the going concern status of the Company and
its future operations. During the year under review, securities of the
Company were not suspended from trading on the stock exchanges
on which they are listed.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of
business of the Company.

MATERIAL CHANGES & COMMITMENT AFFECTING
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting
the financial position of the Company between the end of the
financial year of the Company to which the financial statements
relate and the date of this Report.

CORPORATE GOVERNANCE

Corporate Governance is an ethical business process to create and
enhance value of stakeholders and reputation of an organization.
Your directors function as trustees of the shareholders and
ensure long term economic value for its stakeholders. Pursuant to
Schedule V of SEBI (LODR) Regulations, 2015, a detailed report on
Corporate Governance and a certificate from the Auditors regarding
compliance with the conditions of Corporate Governance is annexed
to this report as
Annexure - D.

ANNUAL RETURN

In accordance with the requirements of Section 92(3) of the
Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return in the prescribed
Format proposed to be submitted to the Registrar of Companies for
the financial year ended March 31,2026 is available on the Company's
website at
http://marksanspharma.com/annual-reports.html

INSOLVENCY AND BANKRUPTCY CODE 2016

There is no application made nor any proceeding pending under the
Insolvency and Bankruptcy Code 2016.

EMPLOYEES

The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed to this report as
Annexure - E.

The statement showing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of the Report. Any
member interested in obtaining a copy thereof, may write an email
to
companvsecretarv@marksanspharma.com.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL
RELATIONS

The guiding principle of HR Policy at your Company is that the
"Intellectual Capital" and dedication of employees will help
the Company emerge as a successful player in this highly
competitive scenario.

The recruitment procedure ensures that people with talent and the
right skill sets are selected. Nurturing of talent and a Performance
Management System (PMS) is in place to ensure that the coordinated
efforts of our people lead to achievement of the Business Goals
of the company.

Empowerment and a motivational package ensure that employees
keep performing at peak levels. The HR Policy is directed towards
creating "Ownership of Goals" at each level and synchronizing
the efforts of all employees to achieve the company's quality and
business goals.

Development of skills through mentoring and training by our
seasoned professionals ensures that the talent pool keeps expanding.
The Leadership Role played by our senior professionals helps to keep
the next rung of leadership ready to take up the challenges thrown
up by the global market.

The management helps the process of decision making by
decentralizing and empowering professionals to execute tasks in
a speedy manner. The management fosters information sharing
and free exchange of ideas. Above all, the sense of ownership
and empowerment to take decisions helps the Company to
adapt and be ahead of the competition in this rapidly changing
global environment.

The industrial relation at all the plant sites of your Company is cordial.

As on March 31,2026, the Company's permanent employee strength
was 1,685 (1,840 on March 31, 2025).

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act,
2013, your Directors confirm that:

• in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures.

• they have selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year ended March 31, 2026 and Profit of the Company for the
period ended March 31,2026.

• proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities.

• the annual accounts have been prepared on a
going concern basis.

• proper internal finance controls were in place and that the
financial controls were adequate and were operating effectively.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report for the financial
year 2025-26 forms part of this Annual Report as required under
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as
Annexure - F.

AUDIT & AUDITORS

Statutory Audit:

MSKA & Associates LLP, the Statutory Auditors of the Company
have issued an unmodified opinion on the Financial Statements,
both standalone and consolidated for the financial year ended
March 31, 2026. The Statutory Auditor's reports do not contain any
qualification, reservation or adverse remark.

Secretarial Audit:

Secretarial audit report for the financial year ended March 31, 2026
issued by Jinesh Dedhia & Associates, the Secretarial Auditors of the
Company is annexed to this report as
Annexure - G. There are no
qualification, reservation or adverse remark made by the Secretarial
Auditors in their report.

Cost Audit:

The Company has maintained cost accounts and cost records as
specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013. However, your Company is
a 100% export-oriented unit and therefore, it is exempted from audit
of its cost accounting records.

Reporting of Frauds:

There was no instance of any fraud during the year under review
which required the Statutory Auditors to report to the Audit
Committee or the Board under Section 143(12) of Act and Rules
framed there under.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings, respectively.

APPRECIATION

The Directors place on record their appreciation for the contribution
made by the employees at all levels enabling the Company to
achieve the performance during the year under review.

The Directors also appreciate the valuable co-operation and
continued support extended by Company's Bankers, Medical
Professionals, Business Associates and Investors who have put their
faith in the Company.

For and on behalf of the Board of Directors of
Marksans Pharma Limited

Mark Saldanha

Place: Mumbai Chairman & Managing Director

Dated: May 26, 2026 DIN: 00020983