Dear Shareholders,
The Board of Directors ("Board") are pleased to present the
Twentieth Annual Report of Anthem Biosciences Limited ("Company"/
"Anthem") along with the Audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended March 31, 2026. This Board's
Report also presents the key highlights of performance of subsidiaries, and their
contribution to the overall performance of the Company during the year under review. This
being the first report after the Initial Public Offer ("IPO") and listing of the
equity shares on BSE Limited ("BSE") and National Stock Exchange of India
Limited ("NSE"), BSE and NSE hereinafter collectively referred as "Stock
Exchanges", the Board extends a warm welcome to all the public shareholders and looks
forward to your continued trust and support in the future.
Corporate Overview
Anthem is an innovation-driven and technology-focused Contract
Research, Development and Manufacturing Organization ("CRDMO") with fully
integrated operations spanning across drug discovery, development and manufacturing. We
are one of the few companies in India with integrated New Chemical Entity
("NCE") and New Biological Entity ("NBE") commercial manufacturing
capabilities.
The Company is listed on the Indian Stock Exchanges, BSE Scrip Code:
544449 and NSE Symbol: ANTHEM. Pursuant to Regulation 3(2) of the SEBI (Listing
Obligations and Disclosures Requirements) Regulation, 2015 ("SEBI Listing
Regulations"), recognized stock exchanges must annually rank listed entities based on
their average market capitalization from July 1 to December 31. The Company's average
market cap during this period ranks it amongst India's top 250 listed companies.
(Ranks 219 as of December 31, 2025, Source: NSE and BSE).
State of Affairs of the Company
The performance of the Company's CRDMO business, including
discovery, development and manufacturing services for pharmaceutical and biotechnology
companies, along with other business segments, is detailed in the Management Discussion
and Analysis Report, which forms part of the Annual Report.
During the year, the Company embarked on a historic journey of initial
public offering of its equity shares aggregating to INR 33,950 million, through an offer
for sale by existing shareholders. We are pleased to inform that the Company's equity
shares were successfully listed on July 21, 2025 at both the Stock Exchanges.
Financial Highlights
|
|
|
|
(INR in Millions) |
Particulars |
Standalone Financial
Highlights |
Consolidated Financial
Highlights |
Financial Year |
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Revenue from Operations |
20,893.12 |
18,406.49 |
21,243.33 |
18,445.53 |
| Other income |
1,820.75 |
1,094.40 |
1,557.83 |
857.32 |
Total Income |
22,713.87 |
19,500.89 |
22,801.16 |
19,302.85 |
Expenses: |
|
|
|
|
| Operating Expenditure |
12,381.92 |
11,516.40 |
12,905.21 |
11,737.16 |
| Finance Costs |
65.47 |
90.89 |
68.94 |
103.29 |
| Depreciation & Amortization Expenses |
995.65 |
779.37 |
1,340.70 |
893.71 |
Total Expenses: |
13,443.04 |
12,386.66 |
14,314.85 |
12,734.17 |
| Profit/(Loss) before exceptional items and
tax |
9,270.84 |
7,114.23 |
8,486.31 |
6,568.68 |
| Less: Exceptional & Extra Ordinary items |
240.13 |
0.00 |
243.91 |
0.00 |
| Profit/(Loss) before tax (PBT) |
9,030.70 |
7,114.23 |
8,242.20 |
6,568.68 |
| Less: Tax Expenses |
2,325.06 |
2,053.26 |
2,324.47 |
2,056.08 |
Profit after Tax (PAT) |
6,705.64 |
5,061.88 |
5,917.92 |
4,512.59 |
Opening balance of Retained Earnings |
19,797.19 |
15,241.50 |
19,227.06 |
15,165.73 |
| Profits for the year |
6,705.64 |
5,061.88 |
5,917.92 |
4,512.59 |
| Adjustment during the year |
0.00 |
0.00 |
0.00 |
0.00 |
| Less: Dividend (inclusive of dividend tax) |
0.00 |
0.00 |
0.00 |
0.00 |
| Less: Trf to General Reserve |
670.56 |
506.19 |
591.79 |
451.26 |
Closing balance of Retained Earnings |
25,832.27 |
19,797.19 |
24,553.19 |
19,227.06 |
Performance Overview
The Standalone and Consolidated Financial Statements of the Company
have been prepared in accordance with the Indian Accounting Standards (Ind AS')
as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended and
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
Standalone Financial Results:
The Company has delivered a strong financial performance for the year
ended 31st March 2026. On a standalone basis, the total income for the year stood at INR
22,714 Millions, as compared to INR 19,501 Millions in the previous financial year,
registering a growth of 16.5%. This was primarily driven by improved operational
performance. Revenue from Operations rose to INR 20,893 Millions from INR 18,406 Millions,
reflecting a 13.5% year-on-year increase.
Total expenses amounted to INR 13,443 Millions, compared to INR 12,387
Millions in the previous year. Operating expenditure increased to INR 12,382 Millions,
while depreciation and amortization expenses increased to INR 996 Millions, finance costs
declined marginally to INR 65 Millions.
The Company reported a profit before tax (PBT) of INR 9,031 Millions,
up 26.9% from INR 7,114 Millions in FY 202425. PBT includes Exceptional Item of INR
240 Millions, which was on account of the new Labour Code implementation (On November 21,
2025, the Government of India notified four new Labour Codes - the Code on Wages, 2019,
the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the
Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing
labour laws. The Ministry of Labour & Employment has published draft Central Rules and
FAQs in this regard. The Company has assessed the impact of this change based on the
revised remuneration structure and made a provision, as an Exceptional Item consistent
with the guidance provided by the Institute of Chartered Accountants of India, in the
financial results for the year ended March 31, 2026). After accounting for tax expenses of
INR 2,325 Millions, the profit after tax (PAT) stood at INR 6,706 Millions, representing a
32.5% growth compared to INR 5,062 Millions in the previous year.
The retained earnings at the end of the year stood at INR 25,832
Millions, up from INR 19,797 Millions in the previous year, supported by higher
profitability and no dividend payout during the year.
Consolidated Financial Results:
On a consolidated basis, the total income for the year was INR 22,801
Millions, compared to INR 19,303 Millions in FY 202425, registering a growth of
18.1%. This includes consolidated Revenue from operations of INR 21,243 Millions and other
income of INR 1,558 Millions.
Total expenses increased to INR 14,315 Millions, from INR 12,734
Millions in the previous year. This includes operating expenditure of INR 12,905 Millions,
depreciation and amortization of INR 1,341 Millions and finance costs of INR 69 Millions.
The Company recorded a profit before tax of INR 8,242 Millions, up from
INR 6,569 Millions in FY 202425. The current year PBT includes Exceptional Item of
INR 244 Millions, on account of the new Labour Code implementation. After a tax expense of
INR 2,324 Millions, the consolidated profit after tax stood at INR 5,918 Millions,
reflecting a 31.1% growth over the previous year's PAT of INR 4,513 Millions.
The retained earnings on a consolidated basis increased to INR 24,553
Millions, from INR 19,227 Millions in the previous year.
The financial year 202526 was marked by a good growth in revenues
and an even robust growth in profitability based on prudent cost management, and a focus
on long-term value creation. The Company
continuestomaintainahealthyfinancialpositionandremainscommitted to delivering sustainable
growth across all business segments.
Operational Overview
During the financial year 202526, Anthem focused on strengthening
its operational performance through sustainability, efficiency, and supply chain
resilience. The Company continued to enhance its operational efficiencies by advancing its
green initiatives, including increased adoption of renewable energy, integration of green
chemistry principles such as biotransformation and flow chemistry, and optimized resource
management.
A strategic focus was maintained on high-margin, value-accretive
business segments. This included scaling fee-for-service (FFS) contracts and expanding the
manufacturing of niche specialty ingredients, thereby improving profitability and
long-term financial performance.
Through these integrated efforts, Anthem strengthened its operational
backbone, improved supply chain reliability, and has positioned itself for sustainable,
value-driven growth for the years ahead.
Listing of Equity Shares
The equity shares of the Company are listed on the following Stock
Exchanges with effect from July 21, 2025
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai
400001; and
National Stock Exchange of India Limited, Exchange Plaza, C-1,
Block G, Bandra Kurla Complex, Bandra (E), Mumbai 400051.
The Company has paid the annual listing fee for the financial year
under review.
Subsidiaries
The Company has one Wholly Owned Subsidiary and no material subsidiary
as on 31st March 2026.
Neoanthem Lifesciences Private Limited ("Neoanthem") is a
wholly owned subsidiary of Anthem and was incorporated on 22nd July 2020 with its
registered office at 49, F1&F2, Canara Bank Road, Bommasandra Industrial Area-Phase
I-560099. Neoanthem was established with the objective to discover, develop, manufacture
and commercialize biopharmaceutical products that address significant unmet needs and
provide biological solutions to improve industrial performance in all areas.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
("Act") the financial statements including consolidated financial statements
along with the relevant documents and audited accounts of subsidiaries are available on
the website of the Company at https://anthembio.com/investors/.
Pursuant to Section 129 of the Act, a statement in Form AOC-1 is
attached as Annexure I to this Report, containing the salient features of the
financial statements of the Company's Subsidiary, along with the details of performances,
financial positions and the contribution of the Subsidiary to the overall performance of
the Company
There is no Company, which have become or ceased to be the subsidiary,
joint venture or associate company of Anthem during the year 2025-26.
The Policy for determining material subsidiaries as approved may be
accessed on the Company's Website in investor section: https://
anthembio.com/policy-for-determining-material-subsidiaries-as-per-the-sebi-listing-regulations/
Related Party Transaction
All Related Party Transactions entered into during the financial year
ended March 31, 2026 were in compliance with the provisions of Section 188 of the Act, and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"). The transactions were carried out on an arm's
length basis and in the ordinary course of business. Detailed disclosure on related party
transactions as per IND AS 24 containing the name of the related parties and details of
the transactions entered with such related parties have been provided as Note No. 43 of
the Notes to the Financial Statements, which forms part of this Annual Report.
In line with the requirements of the Act and the SEBI Listing
Regulations, the Policy on Materiality of Related Party Transactions and dealing with
Related Party Transactions, is available on the Company's website at
https://anthembio.com/policy-on-materiality-of-rpt-and-on-dealing-with-rpt-2/
Details of the material Related Party Transaction(s) are provided in
Form AOC-2 annexed as Annexure II to this Report pursuant to clause (h) of
sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014.
Transfer to Reserves
The Board proposes to transfer INR 670.56 Millions for the financial
year ended March 31, 2026 to the general reserves of the Company, and the balance is
recommended to be retained in the profit and loss account.
Dividend
The Board is pleased to recommend a final dividend at the rate of 100%
i.e. INR 2.00 per equity share of face value of INR 2.00 each for FY 2025-26. The dividend
recommended is in accordance with the Company's Dividend Distribution Policy in terms
of Regulation 43A of SEBI Listing Regulations which is also available at the website of
the Company at https://anthembio.com/dividend-distribution-policy/
Dividend is subject to the approval of Members in the ensuing Annual
General Meeting of the Company.
The dividend would be payable to all shareholders whose names appear in
the list of beneficial owners furnished by the National Securities Depository Limited and
the Central Depository Services (India) Limited as on the Record date i.e. June 26, 2026.
Final Dividend once approved by Members shall be disbursed within 30 days of the approval
and the date of disbursement shall be communicated in advance to the Stock Exchanges.
Pursuant to the Finance Act, 2026, dividend income is taxable in the
hands of the shareholders and the Company is required to deduct tax at source (TDS) on
dividend paid to the Members at prescribed rates as per the Income-tax Act, 2025. For more
details in this regard, please refer to the Notes' section of the Notice to the
Annual General Meeting ("AGM").
Transfer to Investor Education and Protection fund authority (IEPF)
In accordance with the provisions of Sections 124 and 125 of the Act
and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years
from the date of transfer to the Unpaid Dividend Account shall be transferred by the
Company to the Investor Education and Protection Fund ("IEPF"). In terms of the
foregoing provisions of the Act, there is no dividend which remains outstanding or remains
unpaid and required to be transferred to the IEPF by the Company during the financial
year.
Directors and Key Managerial Personnel
In compliance with Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013, the
Board of Directors of the Company, as on March 31, 2026, comprised 8 (Eight) Directors,
including 1 (One) Woman Director.
The composition of the Board is in conformity with the applicable
statutory and regulatory requirements, ensuring an optimum combination of Executive and
Non-Executive Directors, with an adequate number of Independent Directors. Detailed
information on the Board and Committee composition, tenure of Directors, areas of
expertise, and other relevant details is available in the Corporate Governance Report,
which forms part of this Annual Report.
In accordance with Section 2(51) and 203 of the Act the List of Key
Managerial Personnel (KMP) as on March 31, 2026 are as follows:
Name of the Director |
Designation |
| Ajay Bhardwaj |
Chairman, Managing Director and Chief
Executive Officer |
| Ganesh Sambasivam |
Whole Time Director |
| K Ravindra Chandrappa |
Whole Time Director |
| Divya Prasad |
Company Secretary & Compliance Officer |
| Gawir Baig |
Chief Financial officer |
Changes in the composition of the Board of Directors and Key Managerial
Personnel during the FY 2025-26 and up to the date of this report are outlined below:
Mr. Ajay Bhardwaj was re-appointed as a Managing Director for a
period of five consecutive years in the Annual General Meeting held on June 10, 2025
commencing from June 10, 2025 till June 09, 2030.
Dr. Ganesh Sambasivam was re-designated as a Whole Time Director
for a period of five consecutive years in the Annual General Meeting held on June 10, 2025
commencing from June 10, 2025 till June 09, 2030
Mr. K. Ravindra Chandrappa was re-designated as a Whole Time
Director for a period of five consecutive years in the Annual General Meeting held on June
10, 2025 commencing from June 10, 2025 till June 09, 2030
Statement regarding Opinion of the Board with regard to Integrity,
Expertise and Experience (Including the Proficiency) of the Independent Directors
appointed during the Year:
Mr. Subramanian Madhavan, Mr. Ravikant Uppal, Mr. Ramesh Ramadurai and
Ms. Shubha Kulkarni are the Independent Directors of the Company. In the opinion of the
Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied of the integrity,
expertise and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the Board. Further, in terms
of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the Independent Directors of the Company have included
their names in the data bank of Independent Directors maintained with the Indian Institute
of Corporate Affairs.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, reimbursement of expenses and commission, if any
Rotation of Directors
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
and the Articles of Association of the Company, at least two-thirds of the total number of
directors are liable to retire by rotation, of which one-third retire at every Annual
General Meeting. Accordingly, Mr. K. Ravindra Chandrappa (DIN: 01580534) is liable to
retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered
himself for re-appointment.
The Board of Directors, at its meeting held on May 19, 2026, after
taking into consideration the proposal of the Nomination and Remuneration Committee, has
approved his re-appointment and recommended the same for the consideration of the Members
at the ensuing Annual General Meeting.
Meetings of the Board and Board Committees
The Board met eleven (11) times during the financial year under review,
the details of which are given in the Corporate Governance Report that forms part of the
Annual Report. The intervening gap between any two meetings of the Board was not more than
one hundred and twenty (120) days as stipulated under the Act and SEBI Listing
Regulations.
Further, the Board currently has Five (5) Committees, namely, the Audit
Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility
Committee, the Stakeholders Relationship Committee and the Risk Management Committee.
Further, the Company also voluntarily constituted the Environmental,
Social & Governance and Climate Change Committee to review and discuss the matters
related to Environment, Social and Governance (ESG). During the year, all recommendations
made by the Committees were approved by the Board. A detailed note on the composition of
the Board and its Committees is provided in the Corporate Governance Report, which forms
part of the Annual Report.
Meeting of Independent Directors
The meeting of Independent Directors was convened and held on March 19,
2026, without the presence of Executive Directors or members of the management. During
this meeting, they conducted a comprehensive review of the performance of Executive
Directors, Board Committees, and the Board as a whole, along with an evaluation of the
Chairman's performance, incorporating feedback from Executive Directors.
Additionally, they assessed the quality, quantity, and timeliness of information flow
between the management and the Board, ensuring the Board's ability to effectively and
reasonably discharge its duties.
Familiarisation of Directors
A note on the familiarisation programme for orientation and training of
Directors, conducted in compliance with the provisions of the Act and the Listing
Regulations, is provided in the Corporate Governance Report, which forms part of this
Annual Report. The details of the familiarisation programme imparted to Independent
Directors, for financial year 202526 is available on the Company's website at:
https://anthembio.com/wp-content/uploads/2026/04/Familiarization-Programme-for-Independent-Directors.pdf
Declaration by Independent Directors
The Company has received declaration from each Independent Director
under Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations,
confirming that he or she meets the criteria of independence laid down in Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, each
Independent Director has affirmed compliance to the Code of Conduct for Independent
Directors as prescribed in Schedule IV of the Act.
Policy on Directors' Appointment and Remuneration
The Company has framed and adopted the Nomination & Remuneration
Policy in terms of Section 178 of the Act with effect from December 14, 2024. The policy,
inter alia, lays down the principles relating to appointment, cessation, remuneration and
evaluation of directors, key managerial personnel and senior management personnel of the
Company. The policy is guided by the principles and objectives as enumerated under the
provisions of the Act, and the Listing Regulations, to ensure reasonableness and
sufficiency of remuneration to attract, retain and motivate competent resources, a clear
relationship of remuneration to performance and a balance between rewarding short and
long-term performance of the Company. A copy of the policy is uploaded on the
Company's website at https://anthembio.com/ nomination-and-remuneration-policy/
We affirm that none of the Executive Directors of the Company were in
receipt of any commission from the Company or any remuneration from the subsidiaries of
the Company.
Board Evaluation
The Board of Directors carried out an annual evaluation of its own
performance, of the Committees of the Board and of the individual directors including
independent directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
Performance evaluation was carried out based on criteria evolved, as
provided by the guidance note on board evaluation issued by Securities and Exchange Board
of India, seeking inputs from the Directors individually and the Nomination and
Remuneration Committee through a structured questionnaire which provides valuable feedback
for contribution to the Board, improving Board effectiveness, maximizing strengths and
highlighting areas for further improvement, etc.
In a separate meeting of the Independent Directors, performance of the
Chairman, non-independent directors and the Board was evaluated and the same was discussed
in the Board meeting. Performance evaluation of independent directors is done by the
entire Board of Directors (excluding the Directors being evaluated).
The meeting details of the independent directors are provided in the
Corporate Governance Report that forms part of the Annual Report.
Director's Responsibility Statement
In compliance with Section 134 (5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge, hereby confirm the following:
a. In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material departure,
if any;
b. The Directors 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 and of the profit of the company at the
end of the financial year;
c. The Directors took 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 prepared the annual accounts on a going concern basis;
e. The Directors 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 devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Directors and Officers Insurance (D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers Insurance (D&O')
for all its directors.
Credit Ratings
Details of credit rating ascribed by rating agencies are disclosed in
the Corporate Governance Report forming part of the Annual Report. The strong credit
rating reaffirmed is a reflection of the Company's strong financial position and
discipline.
Share Capital
The issued and paid-up equity share capital of the Company as at the
beginning of the financial year 202425 stood at INR 1,118,154,200 comprising
559,077,100 equity shares of INR 2.00 each.
During the year under review, the Company has issued and allotted
equity shares pursuant to the Anthem Employee Stock Option Plan 2024, as under:
On June 11, 2025, the Board of Directors, by way of a circular
resolution, approved the allotment of 2,532,951 equity shares of INR 2.00 each;
On February 05, 2026, the Board of Directors, at its meeting,
approved the allotment of 103,800 equity shares of INR 2.00 each.
Consequent to the above allotments, the issued and paid-up equity share
capital of the Company increased to INR 1,123,427,702 comprising 561,713,851 equity shares
of INR 2.00 each as at the end of the financial year.
The Company has not issued shares with differential rights as to
dividend, voting or otherwise and sweat equity shares during the year.
Particulars of Employees and related disclosure
Pursuant to Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), the
prescribed particulars pertaining to remuneration and other details are given in Annexure
III to this Report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set out in the said Rules forms
part of this report. Further, the report and the annual accounts are being sent to the
Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said
statement will be open for inspection upon request by the Members. Any Member interested
in obtaining such particulars may write to the Company Secretary at
compliance.abl@anthembio.com
Management Discussion and Analysis
In accordance with Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the FY 2025-26 has been presented in a
distinct section, forming an integral part of the Annual Report.
Business Responsibility and Sustainability Report
In accordance with Regulation 34 of the Listing Regulations, the
Business Responsibility & Sustainability Report for FY 2025-26, has been presented in
a distinct section, forming an integral part of the Annual Report.
The Company is presently not covered under the mandatory applicability
requirements for BRSR prescribed by SEBI. Accordingly, the disclosure has been made on a
voluntary basis as part of the Company's commitment to transparency, sustainability, and
responsible business practices.
Corporate Governance Report
The Company has taken adequate steps to adhere to all the stipulations
laid down in the Listing Regulations.The Corporate Governance Report as per Regulation
34(3) read with Schedule V of the Listing Regulations forms part of the Annual Report.
A Certificate from M/s. BMP & Co. LLP, Practicing Company
Secretaries, confirming the compliance with the conditions of Corporate Governance as
stipulated under the said Regulations is attached to the Corporate Governance Report
Material Changes affecting the financial position of the Company
During the year under review, the Company successfully completed its
Initial Public Offer of 59,575,319 equity having face value of INR 2.00 each ("Equity
Shares") at an Offer Price of INR 570.00 per equity share, including premium of INR
568.00 per equity share aggregating to INR 33,950.00 Millions through Offer For Sale
("OFS") by existing equity shareholders of the Company. A discount of INR 50.00
per equity share was offered to Eligible Employees bidding in the Employees Reservation
Portion. The equity shares were listed on the Stock Exchanges on July 21, 2025.
As the IPO was through an Offer For Sale of equity shares, the Company
was not required to appoint a monitoring agency for this Offer and accordingly the
statement of deviations or variations under Regulation 32 of Listing Regulations is not
required to be provided by the Company.
There are no other material changes and commitments affecting the
financial position of the Company that has occurred since the end of the financial year
till the date of this report.
Change in Nature of Business
The Company continues to be a pioneer biopharmaceutical company engaged
in contract research and manufacturing of pharmaceutical ingredients and advanced
intermediates, with sales in markets across the globe.
There has been no change in the nature of the business of the Company.
Change in Financial Year
There has been no change in the financial year of the Company during
the year.
Deposits
During the year, the Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013 ("Act"). Accordingly, there is no
disclosure or reporting required in respect of details relating to deposits.
Particulars of Loans, Guarantees or Investment
Particulars of loans given, investments made or guarantees given or
security provided by the Company as required under Section 186 of the Act and the Listing
Regulations are contained as Note No. 38 of the Notes to the Financial Statements, which
forms part of this Annual Report.
Employee Stock Option Plan
The Board of Directors of the Company had formulated the Anthem
Employee Stock Option Plan 2024 ("ESOP Plan") which was approved initially by
the Members of the Company on April 15, 2024 and was amended on various occasions and
further ratified by the Members subsequent to the Initial Public Offering
("IPO") vide special resolution passed by Postal Ballot on September 12, 2025,
for grant of options to eligible employees of the Company and its subsidiary in compliance
with Regulation 12(1) of Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. The Anthem Employee Stock Option Plan 2024
is available on the website of the Company at: https://anthembio.com/
anthem-employee-stock-option-plan-2024/
During the year under review, no grants were made under the Anthem
Employee Stock Option Plan, 2024. However, the Board of Directors, approved the allotment
of 25,32,951 equity shares by way of circular resolution dated June 11, 2025 and further
approved the allotment of 1,03,800 equity shares at its meeting held on February 05, 2026.
Disclosures as required under Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014, Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company
at https://anthembio.
com/wp-content/uploads/2026/06/ESOP-Disclosure-Reg-14-of-SBEB_Final.pdf
Pursuant to the requirements of the SEBI (Share Based Employee Benefit
and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial
Auditors of the Company confirming that the Anthem Employee Stock Option Plan, 2024 has
been implemented in accordance with the said Regulations and in accordance with the
resolution passed by the Company in the General Meetings and the certificate will be
available at the Annual General Meeting for inspection by the members.
Further, the Company has not provided any loan, guarantee or security
or any other financial assistance for the purpose of purchase or subscription of its own
shares by employees or by any trustee for the benefit of employees, as contemplated under
Section 67 of the Companies Act, 2013.
Risk Management Policy
The Company has constituted a Risk Management Committee to frame,
implement and monitor the risk management plan for the
Company. The Committee is responsible for monitoring and reviewing the
risk management plan and ensuring its effectiveness. The brief of terms of reference,
composition and names of members and chairperson are set out in the Corporate Governance
Report forming part of the Annual Report. The Company has also implemented a compliance
tool to regulate and monitor the overall compliance of the Company. The Risk Management
Policy can be accessed on the Company's website at
https://anthembio.com/risk-management-policy/. The Audit Committee has additional
oversight in the area of financial risks and controls.
Internal Financial Controls
The Company has maintained adequate financial control system,
commensurate with the size, scale and complexity of its operations and ensures compliance
with various policies, practices and statutes in keeping with the organization's pace
of growth and increasing complexity of operations.
The internal control framework is supplemented with an internal audit
program that provides an independent view of the effectiveness of the process and controls
and supports a continuous improvement program. The Audit Committee of the Board oversees
the internal audit function.
The Audit Committee is regularly apprised by the internal auditors
through various reports and presentations. The scope and authority of the internal audit
function is derived from the Audit Committee charter approved by the Board. The internal
audit function develops an internal audit plan to assess control design and operating
effectiveness, as per the risk assessment methodology and provides assurance to the Audit
Committee that a system of internal control is designed and deployed to manage key
business risks and is operating effectively. Further, in terms of Section 138 of the
Companies Act, 2013, the Company had appointed M/s. BPU & Co, Chartered Accountants,
as Internal Auditors of the Company for the financial year 2025-26.
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis, which is a part of the Annual
Report.
Vigil Mechanism
The Vigil Mechanism is envisaged pursuant to Section 177(9) of the
Companies Act, 2013, through the Company's Whistle Blower Policy. The Whistle Blower
Policy intends that the employees of the Company observe high standards of business,
professional and personal ethics to conduct the affairs of the Company in a fair and
transparent manner by practicing the highest standards of honesty, integrity while
complying with all applicable laws and regulations. During the year no individuals have
been denied access to the Chairman of the Audit Committee.
The Whistle Blower policy of the Company and the contact details of the
Vigilance / Whistle Officer (Chairman of Audit Committee) is available on the website of
the Company at https://anthembio.com/ whistle-blower-policy/
Auditors: i. Statutory Auditors and Audit Report: M/s. K. P. Rao
& Co., Chartered Accountants, (Firm Registration no. 003135S) were re-appointed as
Statutory Auditors of the Company at the
Annual General Meeting held on September 27, 2024 to hold office until
the conclusion of the Annual General Meeting to be held in in the financial year 2025-56.
The Auditors' Report on the financial statements of the Company
for the financial year ended March 31, 2026 is unqualified i.e., it does not contain any
qualification, reservation or adverse remark or disclaimer. Further, there was no fraud
reported by the Auditors of the Company under Section 143(12) of the Act, for the
financial year under review.
The Report given by M/s. K. P. Rao & Co., Chartered Accountants, on
the financial statements of the Company for financial year 2025-26 is part of this Annual
Report.
Appointment of New Statutory Auditors:
As the term of M/s. K. P. Rao & Co as the Statutory Auditors of the
Company expires at the conclusion of 20th AGM, the Board of Directors of the Company at
their meeting held on April 22, 2026, based on the recommendation of the Audit Committee,
has recommended to the Members the appointment of M/s. S. R. Batliboi & Associates
LLP, Chartered Accountants (FRN: 101049W/E300004) as the Statutory Auditors of the Company
for a period of 5 (Five) consecutive years from the conclusion of the 20th Annual General
Meeting to be held in the financial year 2026-2027 till the conclusion of the 25th Annual
General Meeting to be held in the financial year 2031-2032.
M/s. S. R. Batliboi & Associates LLP ("the Firm/SRB"), a
limited liability partnership firm incorporated in India, in 1949 with its registered
office in Kolkata and has offices across key cities in India. The firm is registered with
the Institute of Chartered Accountants of India ("ICAI"). They serve several
large listed and private companies across diverse market segments including Industrial,
Infrastructure, Consumer Products, Financial Services, Technology, Media and
Entertainment, Telecommunications and Professional Services. For more details, please
refer the 20th AGM Notice that forms part of this Annual Report.
ii. Cost Auditors: The Cost Records of the Company are maintained
in accordance with the provisions of Section 148(1) of the Companies Act, 2013. The
foreign exchange revenue of the Company for the preceding Financial Year i.e.2024-25
exceeds seventy-five per cent (75%) of its total revenues and thereby the Company is
exempted from conducting cost audit for the financial year 2025-26 pursuant to Rule 4
clause 3(i) of the Companies (Cost Records and Audit) Rules, 2014.
iii. Secretarial Auditors: Pursuant to the provisions of Section
204 of Act, read with Regulation 24A of Listing Regulations, the Shareholders at the 19th
AGM held on June 10, 2025 had approved the appointment of M/s BMP & Co. LLP,
Practising Company Secretaries as the Secretarial Auditors of the company from the
conclusion of the 19th Annual General Meeting held in the financial year 2025-2026 till
the conclusion of the 24th Annual General Meeting to be held in the financial year
2030-2031.
The Secretarial Audit Report for the financial year 2025-26 does not
contain any qualification, reservation or adverse remark or disclaimer and is appended
herewith as Annexure IV to the Board of Directors' Report.
Additionally, in compliance with Regulation 24A of the Listing
Regulations, the Annual Secretarial Compliance Report for the financial year 2025-26,
issued by M/s BMP & Co LLP, Practising Company Secretaries, was timely filed with the
Stock Exchanges. This report pertains to the Company's adherence to the Securities
and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956,
and the Rules, Regulations, Circulars, and Guidelines issued thereunder, as applicable.
The Annual Secretarial Compliance Report is available on the Company's website and
can be accessed at the weblink: https://anthembio.
com/wp-content/uploads/2026/06/ASCR-Intimation_Signed.pdf
iv. Internal Auditors: Pursuant to the provisions of Section 138 of
the Act, and rules thereunder, the Board of Directors on the recommendation of the Audit
Committee, re-appointed M/s. BPU & Co., Chartered Accountants as the internal auditors
of the Company on July 08, 2025 for the financial year 2025-26.
Annual Return
As per the requirements of Section 92(3) and Section 134(3) of the Act
and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of
the annual return in the prescribed Form MGT-7 for the financial year is available on the
website of the Company at https://anthembio.com/investors/
Secretarial Standards
During the financial year, the Company has complied with the applicable
Secretarial Standards, namely SS-1 on Meetings of the Board of Directors and SS-2 on
General Meetings, issued by the Institute of Company Secretaries of India, in line with
its commitment to uphold high standards of corporate governance and regulatory compliance.
Corporate Social Responsibility
In compliance with Section 135 of the Act, read with the Companies
(Corporate Social Responsibility Policy) Rules 2014, the Company has established the
Corporate Social Responsibility Committee (CSR Committee). The Board, on the
recommendation of the CSR Committee, adopted a CSR Policy. The same is available on the
Company's website at
https://anthembio.com/environment-social-governance-and-climate-change-policy-2/
During the financial year, the Board of Directors of your company
approved for formation of CSR Trust in the name of "Anthem Academy" vide its
Circular Resolution dated January 20, 2026.This entity will serve to streamline and
enhance the Company's CSR activities in a structured and impactful manner.
The annual report on our CSR activities is appended as Annexure V
to this Report.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal), Act, 2013
The Company has a policy and framework for employees to report sexual
harassment cases at the workplace and the said process ensures complete anonymity and
confidentiality of information. Anthem has constituted an Internal Complaints Committee in
compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. The policy provides for creating a healthy
and safe work environment that enables employees to work free from any unwelcome,
offensive and discriminatory behavior. The Policy for Prohibition & Redressal of
Sexual Harassment at workplace of the Company is available on the website of the Company
at https://anthembio.com/prevention-of-sexual-harassment-at-workplace-posh-policy/ During
the financial year, the company has not received any POSH complaints.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Out Flow
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act, read
with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith at Annexure VI
to this Report.
Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end
of the financial year
There was no application made or proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review.
Significant and Material Order
There are no significant and material orders passed during the year by
the regulators, courts or tribunals impacting the going concern status and Company's
operations in the future.
Details of difference between amount of valuation done at the time of
one-time settlement and valuation done while taking loan from the banks or financial
institutions along with reasons thereof
There is no difference between the amount of valuation done at the time
of one-time settlement and valuation done while taking loan from the banks or financial
institutions.
Obligation of Company Under the Maternity Benefit Act, 1961
The Company has duly complied with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time, to ensure that all eligible women
employees are granted maternity leave and associated benefits as prescribed under the
Maternity Benefit Act, 1961.
Environment, Social and Governance & Climate Change (ESG)
During the financial year, the Company continued to make significant
progress in its Environment, Social, and Governance (ESG) commitments. On the
environmental front, the company maintained approximately 95% of its total energy
consumption from renewable sources such as solar and wind.
On the social responsibility front, Anthem demonstrated a strong
commitment to employee well-being and inclusivity. Employee satisfaction remained high
supported by ongoing wellness programs and health check-ups. Female representation in the
workforce remains at 16%. Under its CSR activities, Anthem spent across education,
healthcare and sanitation, impacting at large through various flagship programs.
In terms of governance, Anthem has a dedicated ESG and Climate Change
Committee reporting to the Board of Directors, with KPIs aligned to global standards
including the UN Sustainable Development Goals, GRI, and BRSR frameworks. 100% of
employees underwent mandatory training in the Code of Conduct, anti-bribery policies, POSH
and whistle-blower mechanisms. A comprehensive climate risk review was conducted across
key facilities, and future plans include investments in energy storage and green
infrastructure.
The Board has adopted an Environmental, Social and Governance Policy in
its Meeting held on December 14, 2024 and the same is available on Company's website
at https://anthembio.com/environment-social-governance-and-climate-change-policy/
Acknowledgement
The Board of Directors take this opportunity to express its sincere
gratitude to the customers, shareholders, suppliers, bankers, business associates,
financial institutions, statutory authorities, and all other stakeholders for their
continued trust, support, and encouragement extended to the Company throughout the year.
The Board is pleased to acknowledge the successful completion of the
Initial Public Offering ("IPO") of the Company during the year, marking a
significant milestone in the Company's growth journey. The Board expresses its
heartfelt appreciation to the investors, merchant bankers, legal advisors, regulatory
authorities, intermediaries, and all other agencies associated with the IPO process for
their valuable guidance, support, and cooperation in making the public issue a success.
The Board also places on record its deep appreciation for the
dedication, commitment, and hard work of the employees at all levels, whose continued
efforts have significantly contributed to the growth and success of the Company.
|
For and on Behalf of the Board of
Directors |
|
Sd/- |
|
Ajay Bhardwaj |
|
DIN 00333704 |
| Place: Bangalore |
Chairman, Managing Director & |
| Date: May 19, 2026 |
Chief Executive officer |