The Directors have pleasure in presenting the 6th Annual Report on the business and operations of Piramal Pharma Limited ('the Company' / 'PPL') and the Audited Financial Statements for the Financial Year ended March 31, 2026.
Financial Results
|
Particulars
|
(H in Crores)
Consolidated Standalone
|
|
FY2026
|
FY2025
|
FY2026
|
FY2025
|
|
Net Sales
|
8,869.08
|
9,151.18
|
4,782.01
|
5,285.71
|
|
Non-operating other income
|
213.30
|
134.81
|
662.73
|
207.35
|
|
Total income
|
9,082.38
|
9,285.99
|
5,444.74
|
5,493.06
|
|
Other Expenses
|
7,947.46
|
7,706.35
|
4,140.01
|
4,245.27
|
|
EBITDA
|
1,134.92
|
1,579.64
|
1,304.73
|
1,247.79
|
|
Interest Expenses
|
340.80
|
421.59
|
79.95
|
114.56
|
|
Depreciation
|
831.24
|
816.34
|
255.50
|
222.09
|
|
Profit/(Loss) before tax & exceptional items
|
(37.12)
|
341.71
|
969.28
|
911.14
|
|
Share of net profit of Associates
|
57.20
|
72.93
|
-
|
-
|
|
Exceptional items (Expenses)/ Income
|
(196.14)
|
-
|
(92.51)
|
-
|
|
Profit/(Loss) after share of net profit of Associates and before tax
|
(176.06)
|
414.64
|
876.77
|
911.14
|
|
Income tax
|
149.88
|
323.51
|
176.76
|
219.74
|
|
Net Profit/ (Loss) after tax and after share of net profit of Associates
|
(325.94)
|
91.13
|
700.01
|
691.40
|
|
Profit from discontinued operations
|
-
|
-
|
-
|
-
|
|
Profit/(Loss) after tax from continuing and discontinued operations
|
(325.94)
|
91.13
|
700.01
|
691.40
|
|
Net profit/(loss) margin %
(Profit/Loss from continuing operations as a % of revenue from continuing operations)
|
(3.67%)
|
1.00%
|
14.64%
|
13.08%
|
|
Basic EPS from continuing operations (H/share)
|
(2.46)
|
0.69
|
5.28
|
5.22
|
|
Diluted EPS (H/share) from continuing operations
|
(2.46)
|
0.68
|
5.25
|
5.20
|
OPERATIONS REVIEW Standalone
Total Revenue from continuing operations for FY2026 softened by 9.53% to H4,782.01 Crores as compared to H5,285.71 Crores in FY2025. Earnings before interest, taxes, depreciation and amortization (EBITDA) for FY2026 from continuing operations increased by 4.56% to H1,304.73 Crores as compared to H1,247.79 Crores in FY2025. Net Profit for the year from continuing and discontinued operations was H700.01 Crores as compared to H691.40 Crores in FY2025. Basic and diluted earnings per share, from continuing operations was H5.28 per share and H 5.25 per share, respectively, during FY2026, as compared to H5.22 per share and H5.20 per share respectively, during FY2025.
Consolidated
The Company's consolidated revenue softened by 3.08 % to H8,869.08 Crores in FY2026 as compared to H9,151.18 Crores in FY2025. EBITDA for FY2026 from continuing operations edged down by 28.15% to H1,134.92 Crores as compared to H1,579.64 Crores in FY2025. Net Loss for the year from continuing and discontinued operations was H (325.94) Crores as compared to a Net Profit of H91.13 Crores in FY2025. Basic and diluted earnings per share, from continuing operations, was H (2.46) per share during FY2026, as compared to H0.69 per share and H0.68 per share respectively, during FY2025.
A detailed analysis of the business and financial performance is included in the Management Discussion and Analysis, which forms part of this Annual Report.
DIVIDEND
As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company under the 'Policies, Code & Compliances' tab at https://www. piramalpharma.com/corporate-governance.
In line with the Company's Dividend Distribution Policy and considering the business requirements of the Company, no dividend is being recommended by the Board of Directors on the Equity Shares of the Company for FY2026.
The list of unpaid/unclaimed dividend, for the dividend declared in previous years, is available on the website of the Company under the 'Dividend' tab at https://www.piramalpharma.com/shareholder-information. Shareholders are requested to check the said list and if any dividend due to them remains unpaid/unclaimed in the said list, they can approach the Company / MUFG Intime India Private Limited ('Registrar to an Issue & Share Transfer Agent of the Company) for release of their unpaid/unclaimed dividend.
SHARE CAPITAL
During the year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company as on March 31, 2026 is H30,00,00,00,000 consisting of 3,00,00,00,000 shares of face value of H10 each.
During the year, the Equity Share Capital of the Company was increased pursuant to allotment of equity shares to Piramal Pharma Limited Employees Welfare Trust ('ESOP Trust'), under the Piramal Pharma Limited - Employee Stock Option and Incentive Plan - 2022 (the 'ESOP Scheme').
During the year under review:
• The Company issued and allotted 35,00,000 fully paid-up equity shares of the face value of ?10 each, for cash, at par, to the ESOP Trust, in accordance with the terms of the ESOP Scheme. The equity shares issued under the ESOP Scheme rank pari passu with the existing equity shares of the Company.
• Consequent to the allotment of shares issued under the ESOP Scheme, the subscribed and paid-up equity share capital of the Company stands increased from ?13,25,74,81,300 to ?13,29,24,81,300 comprising 1,32,92,48,130 equity shares of the face value of ?10 each fully paid up as on March 31, 2026.
FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
A report on the performance and financial position of each subsidiary and associate Company is outlined in Form AOC-1, which is attached to the Financial Statements pursuant to the first proviso to Section 129(3) of Companies Act, 2013 (the 'Act') and Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements presented in this Annual Report includes the financial results of the subsidiaries.
Separate Financial Statements of each of the subsidiaries are available on the website of the Company under the 'Subsidiary Annual Reports' tab at https://www.piramalpharma.com/financial-reports.
There was no change in subsidiaries or associate companies during FY2026.
DEPOSITS FROM PUBLIC
During FY2026, the Company has not accepted any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Reference is made to Note nos. 5 and 12 of the Standalone Financial Statements for Loans to Bodies Corporate and to Note no. 37.4 for Performance Guarantees. Performance Guarantees have been provided by the Company for its subsidiaries.
As regards details of Investments in Bodies Corporate, the same are given in Note no. 4 of the Standalone Financial statements.
EVENT SUBSEQUENT TO THE BALANCE SHEET DATE Acquisition of Kenalog® and Associated Brands
On January 28, 2026, Piramal Critical Care B.V., a step-down wholly owned subsidiary of the Company, entered into definitive agreements for the acquisition of Kenalog® and its associated brands from Bristol-Myers Squibb Company ('BMS'). The transaction comprised of an upfront consideration of USD 35 million and contingent consideration of up to USD 65 million, payable upon achievement of agreed operational and financial milestones. The acquisition was successfully completed on April 1, 2026.
With the completion of this acquisition, the Company has further strengthened its Complex Hospital Generics portfolio and enhanced its presence across key markets, including the United States, Europe, and the Asia-Pacific region.
CORPORATE SOCIAL RESPONSIBILITY
The annual report on Corporate Social Responsibility ('CSR') containing details of CSR Policy, composition of the CSR Committee, CSR projects undertaken and web-link to the website of the Company, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure - A to this Report. For other details regarding the CSR Committee, please refer to the Report on Corporate Governance, which forms part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure - B to this Report.
ANNUAL RETURN
The Annual Return for FY2026 is available on the website of the Company under 'Annual Reports' tab at https://www.piramalpharma. com/financial-reports.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Appointment / Re-appointment of Directors:
• Mr. Amit Jain (DIN: 06917608) was appointed as NonExecutive, Non- Independent Director, with effect from May 14, 2025, in place of Mr. Neeraj Bharadwaj (DIN: 01314963), which was approved by the shareholders of the Company in the 5th Annual General Meeting ('AGM') of the Company held on July 30, 2025.
• Mr. Jairaj Purandare (DIN: 00159886) was re-appointed as an Independent Director, with effect from February 9, 2026, for a second term of 5 (five) consecutive years, which was approved by the shareholders of the Company in the 5th AGM of the Company held on July 30, 2025.
• Mr. Amit Soni (DIN: 05111144) was appointed as an Independent Director, with effect from February 9, 2026,
for a term of 5 (five) consecutive years, which was approved by the shareholders of the Company on January 16, 2026, via Postal Ballot.
• Upon completion of term as an Independent
Director, Mr. Subramanian Ramadorai (DIN:
00000002), ceased to be an Independent Director of the Company with effect from February 9, 2026. The Board placed on record its appreciation towards Mr. Ramadorai's valuable guidance, contributions, and the expertise he brought during his tenure with the Company.
• The Board, based on the recommendations of the Nomination and Remuneration Committee ('NRC') and subject to approval of Members at the ensuing AGM, has approved the re-appointment of:
• Mr. Peter DeYoung (DIN: 07152550) as Whole-time Director, designated as Executive Director, liable to retire by rotation, with effect from October 6, 2026, for a term of 3 (three) consecutive years;
• Ms. Nandini Piramal (DIN: 00286092) as Wholetime Director, designated as Executive Director and Chairperson, liable to retire by rotation, with effect from April 1, 2027, for a term of 3 (three) consecutive years;
• Mr. Sridhar Gorthi (DIN: 00035824) as an Independent Director, with effect from March 30, 2027, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years up to March 29, 2032;
• Mr. Peter Stevenson (DIN: 09544706) as an Independent Director, with effect from March 30, 2027, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years up to March 29, 2032 and continuation post attaining the age of 75 years, pursuant to Regulation 17(1B) of the SEBI Listing Regulations.
The Board recommends the above re-appointments for the consideration of the Members of the Company at the ensuing AGM. Brief profile of these directors is given in the notice convening the AGM.
In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Peter DeYoung (DIN: 07152550) and Ms. Nathalie Leitch (DIN: 09557042) are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment for the consideration of the Members of the Company at the ensuing AGM.
The Board confirms that all the Independent Directors possess integrity and the requisite expertise and experience to discharge their functions effectively.
II. Key Managerial Personnel:
• The Board at its meeting held on January 28, 2026, approved the resignation of Ms. Tanya Sanish (ICSI Membership No. A25784), Company Secretary and Compliance Officer of the Company with effect from close of business hours of
February 20, 2026. Consequent to the cessation, Ms. Tanya Sanish ceased to be the Key Managerial Personnel of the Company. The Board expressed appreciation for the contributions made by Ms. Tanya Sanish during her tenure.
• The Board at its meeting held on January 28, 2026, approved appointment of Ms. Pratibha Mishra (ICSI Membership No. A53432) as Interim Company Secretary and Compliance Officer and Key Managerial Personnel of the Company under SEBI Listing Regulations with effect from February 21, 2026.
• The Board at its meeting held on April 28, 2026, approved appointment of Mr. Maneesh Sharma (ICSI Membership No. A29994) as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company with effect from April 29, 2026, and consequently Ms. Pratibha Mishra ceased to be Interim Company Secretary and Compliance Officer and Key Managerial Personnel of the Company.
The necessary disclosures required under the Act, the SEBI Listing Regulations and Secretarial Standards - 2 on General Meetings issued by the Institute of Company Secretaries of India ('ICSI'), for the above-mentioned appointments were duly received.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all its Independent Directors, confirming that they:
i. meet the criteria of independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations;
ii. continue to comply with the Code of Conduct laid down under Schedule IV of the Act; and
iii. have registered with the databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are independent of the Management. A matrix demonstrating the skill and expertise of Directors of the Company including Independent Directors is provided in the Report on Corporate Governance forming part of this Annual Report.
BOARD EVALUATION
The Company believes in creating value for its stakeholders through robust corporate governance practices. In terms of provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI Listing Regulations, an annual performance evaluation was carried out by the Board of its own performance, that of directors and also Committees of the Board. Board Evaluation was conducted through a structured questionnaire designed based on the criteria for evaluation and the process set by the NRC. Board performance is evaluated taking into consideration various performance related aspects. The performance of the Executive
MANAGERIAL REMUNERATION
A) Remuneration to Directors and Key Managerial Personnel ('KMP')
1. Details of employee remuneration as required under the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:
For Directors and KMPs, who were associated for a part of FY2025 & FY2026, percentage change in remuneration and the ratio to median remuneration of employees is not reported.
Non-Executive Directors, viz. Mr. Peter Stevenson, Mr. Jairaj Purandare, Ms. Vibha Paul Rishi, Mr. Sridhar Gorthi, Ms. Nathalie Leitch and Mr. Amit Soni are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by the shareholders.
Remuneration includes remuneration / commission paid during FY2026 and sitting fees paid for meetings attended during FY2026.
The remuneration to the Executive Directors is on cash basis and therefore includes performance linked incentives that pertain to FY2025 (based on performance vs targets) which were paid in FY2026. This has the effect of a lower base in FY2025 when payouts pertaining to FY2024 were lower.
In addition to the details above, 96,618 equity shares were transferred to Mr. Vivek Valsaraj from the ESOP Trust pursuant to exercise of vested options.
|
Sr.
Name of Director / KMP and Designation No.
|
% increase / decrease in remuneration in FY2026
|
Ratio of remuneration of each director to median remuneration of employees
|
|
1 Ms. Nandini Piramal
Executive Director & Chairperson
|
74
|
125
|
|
2 Mr. Peter DeYoung Executive Director
|
73
|
126
|
|
3 Mr. Vivek Valsaraj
Executive Director & Chief Financial Officer
|
55
|
67
|
|
4 Mr. Amit Jain1
Non-Executive Director
|
NA
|
NA
|
|
5 Mr. Subramanian Ramadorai2 Independent Director
|
NA
|
NA
|
|
6 Mr. Jairaj Purandare Independent Director
|
10
|
8
|
|
7 Mr. Sridhar Gorthi
Independent Director
|
7
|
7
|
|
8 Mr. Peter Stevenson Independent Director
|
12
|
7
|
|
9 Ms. Nathalie Leitch
Non-Executive Director
|
NA
|
NA
|
|
10 Ms. Vibha Paul Rishi Independent Director
|
12
|
7
|
|
11 Mr. Amit Soni3
Independent Director
|
NA
|
NA
|
|
12 Ms. Tanya Sanish4 Company Secretary
|
NA
|
NA
|
|
13 Ms. Pratibha Mishra5
Interim Company Secretary
|
NA
|
NA
|
Ý'Mr. Amit Jain was appointed as a Non-Executive Director of the Company with effect from May 14, 2025.
2Mr. Subramanian Ramadorai ceased to be an Independent Director of the Company with effect from February 9, 2026.
3Mr. Amit Soni was appointed as a Non-Executive, Independent Director of the Company with effect from February 9, 2026.
4Ms. Tanya Sanish resigned from the position of Company Secretary and Compliance Officer of the Company with effect from February 20, 2026.
5Ms. Pratibha Mishra was appointed as an Interim Company Secretary and Compliance Officer of the Company with effect from February 21, 2026. Pursuant to the appointment of Mr. Maneesh Sharma as the Company Secretary and Compliance Officer, and a Key Managerial Personnel, effective April 29, 2026, Ms. Pratibha Mishra ceased to hold the position of Interim Company Secretary and Compliance Officer of the Company.
Directors is evaluated by the NRC on the basis of achievement of their key responsibility areas and other factors in line with the Remuneration Policy of the Company. A report summarising the evaluations, is placed before the Board by the Chairman of the NRC, which contains the collective impression of the Directors on the functioning of the Board, its Committees and Individual Directors.
The Board of Directors has expressed its satisfaction with the evaluation process.
Further, at the annual meeting of Independent Directors, the performance of Chairperson, Non-Independent Directors as well as the Board as a whole and its Statutory Committees was assessed.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 6 (six) meetings of the Board of Directors were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.
COMMITTEES OF THE BOARD
As on the date of this report, the Board has the following Statutory Committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Corporate Social Responsibility Committee
v. Sustainability and Risk Management Committee
Details of the above Committees alongwith the terms of reference and meetings held during the year under review have been provided in the Report on Corporate Governance forming part of this Annual Report.
AUDIT COMMITTEE
The Board of Directors at its meeting held on January 28, 2026, reconstituted the Audit Committee with effect from February 9, 2026, and appointed Mr. Amit Soni as a member in place of Mr. Subramanian Ramadorai who ceased to be an Independent Director of the Company with effect from February 9, 2026. The Audit Committee as on March 31, 2026, comprises of Mr. Jairaj Purandare (Chairman of the Committee), Mr. Amit Soni and Mr. Sridhar Gorthi.
All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the Board.
Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to foster an environment of honest and open communications and discussions. In compliance with the regulatory requirements, the Company has established a Vigil Mechanism and has formulated Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing / vigilance mechanism.
The details of Vigil Mechanism / Whistle Blower Policy, established by the Company in accordance with applicable regulatory requirements, are posted on the website of the Company under 'Policies, Code & Compliances' tab at https://www.piramalpharma.com/corporate-governance.
NOMINATION AND REMUNERATION POLICIES
The Board has approved a Nomination Policy which lays down the framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors, Key Managerial Personnel and Senior Management Employees including other matters as provided under Section 178(3) of the Act.
The Board has also approved a Remuneration Policy with regard to remuneration payable to Directors, members of Senior Management and Key Managerial Personnel.
Salient features of the Nomination Policy and the Remuneration Policy are given in Annexure - C to this Annual Report and detailed policies are available on the website of the Company under 'Policies, Code & Compliances' tab at https://www.piramalpharma.com/ corporate-governance.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on Related Party Transactions ('RPT Policy'). The RPT Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties. The Policy is available on the website of the Company under 'Policies, Code & Compliances' tab at https://www.piramalpharma.com/ corporate-governance.
The Company obtains prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for its review on a periodic basis.
There were no contracts or arrangements or transactions entered into during the financial year ended March 31, 2026, which were not at arm's length basis. Also, there were no contracts or arrangements or transactions entered into during the financial year ended March 31, 2026, which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, is not applicable.
Members may refer to Note No. 37 of the Standalone Financial Statement which sets out Related Party Disclosures pursuant to Ind AS.
2. In FY2026, there was 0.33% increase in the median remuneration of employees.
3. There were 5,480 permanent employees on the rolls of the Company as on March 31, 2026.
4. Average percentage increase made in the salaries of employees other than the managerial personnel during FY2026 was 5%. Details of comparison of Managerial Remuneration for FY2026 over FY2025 are given in the above table.
5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.
B) Employee Particulars
Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the statement may request the same by writing at shareholders.ppl@piramal.com.
C) Employee Stock Options
In line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB Regulations'), the requisite details relating to ESOP Plan are available on the website of the Company under the 'ESOP Disclosure' tab at https://www.piramalpharma.com/ shareholder-information.
The Company has received a certificate from N L Bhatia & Associates, Practising Company Secretaries, (Firm Registration Number: P1996MH055800), that the Company's Employee Stock Option Scheme has been implemented in accordance with SEBI SBEB Regulations and as per the shareholders' resolution. The certificate will be available for electronic inspection by the Members during the AGM of the Company.
STATUTORY AUDITORS AND AUDITOR'S REPORT
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W/W-100018) completed their tenure as Statutory Auditors of the Company upon conclusion of the 5th AGM of the Company held for FY2025. They carried out the Limited Review for the quarter ended June 30, 2025 and issued an Unmodified Report.
In accordance with Section 139(2) of the Act, M/s. Suresh Surana & Associates LLP ('SSA'), Chartered Accountants (Firm Registration Number 121750W/W-100010), were appointed as the Statutory Auditors by the Members of the Company at the AGM held on July 30, 2025, for a term of 5 (five) consecutive years from the conclusion of 5th AGM until the conclusion of 10th AGM of the Company to be held in calendar year 2030.
The Auditor's Report issued by SSA on the financial statements of the Company for the financial year ended March 31, 2026, forms part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark on the financial statements for the financial year ended March 31, 2026. The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
In accordance with Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, N L Bhatia & Associates ('NLBA'), Practising Company Secretaries, (Firm Registration Number: P1996MH055800) were appointed as the Secretarial Auditors by the members of the Company at the AGM held on July 30, 2025, for a term of 5 (five) consecutive years from the conclusion of 5th AGM until the conclusion of 10th AGM of the Company to be held in the calendar year 2030.
The Secretarial Audit Report for the financial year ended March 31, 2026 issued by NLBA is annexed as Annexure - D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COST AUDITORS AND COST AUDIT
In terms of Section 148 of the Act, the Company is required to maintain cost records and have their audit conducted. The cost records are prepared and maintained by the Company as required under Section 148(1) of the Act, and accordingly the audit was conducted by M/s. G. R. Kulkarni & Associates, Cost Accountants (Registration No. 000168). M/s. G. R. Kulkarni & Associates, Cost Accountants, have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Companies (Audit and Auditor) Rules, 2014, for the financial year ending March 31, 2027. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by the Members of the remuneration proposed to be paid to the Cost Auditors for FY2027.
CERTIFICATE FOR NON - DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of the SEBI Listing Regulations, a certificate has been received from N L Bhatia & Associates, Practising Company Secretaries, (Firm Registration Number: P1996MH055800), that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure - E to this Report.
REPORT ON CORPORATE GOVERNANCE
The Company is fully committed to highest standards of Corporate Governance and adhering to the corporate governance requirements set out by SEBI. The report on Corporate Governance, as stipulated under Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report. The requisite certificate from N L Bhatia & Associates, Practising Company Secretaries, (Firm Registration Number: P1996MH055800), confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed as Annexure - F to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review, as stipulated under the SEBI Listing Regulations, has been presented in a separate section of this Annual Report.
RISK MANAGEMENT FRAMEWORK
The Company has a robust Risk Management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business strategy and enhances the Company's competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at Company level.
Further, information on the risk management process of the Company is contained in Management Discussion & Analysis, which forms part of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the ICSI.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and review by the Management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY2026.
The Directors confirm to the best of their knowledge and ability, that:
a. in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed with no material departures;
b. the Directors 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 as at March 31, 2026, and of the profits of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual financial statements on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report of the Company for the financial year ended March 31, 2026 is provided in a separate section and forms part of this Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to ensuring that all employees are treated fairly and equitably in an environment free of intimidation and sexual harassment. In furtherance of this commitment, the Company strives to provide all of its employees with equal opportunity conditions of employment, free from harassment to create a work environment where everyone has an opportunity to fully participate in achieving business success.
The Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, (the said 'Policy') which is in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, ('POSH ACT'), a copy of which is available on the website of the Company under the 'Policies, Code & Compliances' tab at https://www.piramalpharma.com/corporate-governance. The Company has complied with provisions relating to the constitution of Internal Complaints Committee ('ICC') under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. ICC has its presence at corporate offices as well as at site locations.
The policy is gender neutral. All employees, consultants, trainees, volunteers, third parties and/ or visitors are covered by the said Policy.
During FY2026, a total of 5 complaints were received. As on March 31, 2026, 2 complaints had been resolved and closed, while 3 complaints were under investigation with the ICC. No complaints remained pending beyond 90 days.
COMPLIANCE WITH MATERNITY BENEFIT
During FY2026, the Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. Eligible women employees were provided maternity benefits, leave entitlements, creche facilities and other related facilities in compliance with the Maternity Benefit Act, 1961. The Company continues to uphold policies and practices aimed at safeguarding the welfare and well-being of women employees.
OTHERS
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions related to these items during the year under review:
1. No amounts are proposed to be transferred to the Reserves;
2. The Company is engaged in the business of Pharmaceuticals, and there has been no change in the nature of the business of the Company during the financial year ended March 31, 2026;
3. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;
5. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act;
6. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, against the Company; and
7. There were no instances of one-time settlement with any Bank or Financial Institutions.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation to the employees for their dedicated service and contribution to the Company.
The Board would also like to express its sincere appreciation towards Banks, Business Associates, Members and other Stakeholders for their continued support to the Company.
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