Your directors take pleasure to present the Board's Report in line
with the Companies Act, 2013 ("Act") and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). This report presents the Audited financial results and other
developments in respect of the Company during the financial year ended on 31 March 2026
("FY26"/ "Financial Year") and up to the date of the Board meeting
held on 22 May 2026 to approve this report.
Financial Highlights
The Company's financial performance for the financial year ended
31 March 2026:
|
Standalone |
Consolidated |
|
Year ended 31 March 2026 |
*Year ended 31 March 2025 |
Year ended 31 March 2026 |
Year ended 31 March 2025 |
| Revenue from operations |
207,546.4 |
229,774.0 |
584,620.4 |
525,784.4 |
| Profit before exceptional item and tax |
43,404.6 |
49,762.1 |
164,263.6 |
144,299.8 |
| Exceptional Item |
5,463.4 |
- |
13,074.8 |
6,778.5 |
| Profit before tax but after exceptional item |
37,941.2 |
49,762.1 |
151,188.8 |
137,521.3 |
| Profit after tax |
26,234.2 |
42,280.8 |
115,645.2 |
109,801.0 |
| Opening balance in Retained Earnings |
129,480.1 |
123,462.8 |
578,618.4 |
501,545.5 |
| Closing balance in Retained Earnings |
167,782.9 |
129,480.1 |
693,456.3 |
578,618.4 |
*The amounts have been restated pursuant to merger of its five wholly
owned subsidiaries with the Company.
• The Company's performance has been discussed in detail in
the ‘Management Discussion and Analysis Report'.
• The Company is engaged in pharmaceuticals business, and there
has been no change in the nature of the business of the Company during the financial year
ended 31 March 2026.
Material Changes and Commitments
There have been no material changes and commitments affecting the
Company's financial position between the end of the financial year and the date of
this report other than those which have already been disclosed to the Stock Exchanges.
Consolidated Accounts
The consolidated financial statements for the year ended 31 March 2026,
pursuant to Section 129(3) of the Act form part of this Annual Report.
Dividend
During the year under review, the Board has declared an interim
dividend of 11.00 (Rupees Eleven only) per equity share of 1.00 (Rupee One only) each
[previous year 10.50 (Rupees Ten and Paise Fifty only) per equity share of 1.00 (Rupee One
only) each] for the year ended 31 March 2026. In addition to the above, the Board has
recommended a final dividend of 5.00 (Rupees Five only) per equity share of face value
1.00 (Rupee One only) each [previous year 5.50 (Rupees Five and Paise Fifty only) per
equity share of face value 1.00 (Rupee One only) each] for the financial year
ended31March2026.The shareholders at the ensuing 34th Annual General Meeting
("AGM"), shall be paid after deduction of tax at source, as
applicable,andwouldresultinacash 11,996.67 million. Consequently, the total dividend
payout for FY 2025-26 amounts to 16.00 (Rupees Sixteen only) per equity share of face
value 1.00 (Rupee One only) each [previous year 16.00 (Rupees Sixteen only) per equity
share of face value 1.00 (Rupee One only) each].
Investor Education and Protection Fund ("IEPF") / Unclaimed
Dividends
Pursuant to Section 124 of the Act, dividends that are unpaid or
unclaimed for a period of seven years shall be transferred to the IEPF, along with the
underlying shares on which such dividends remain unclaimed.
Transfer to IEPF
Details of transfers to IEPF during the year under review are as
follows:
| Transfer of unpaid or unclaimed dividends to IEPF |
6,108,724.00 |
| Transfer of shares to IEPF |
140,301 shares |
| Dividend paid to IEPF in respect of shares already
transferred to IEPF |
• 25,867,669.00 (Interim Dividend FY 2025-26) |
|
• 13,627,417.50 (Final Dividend FY 2024-25) |
In its endeavour to facilitate and safeguard shareholders'
interests,theCompanyhastakenseveral
certificates are available.
The Company processed dividends remaining unclaimed for earlier years
based on analysis of shareholders whose on in compliance with SEBI requirements. informati
updatedbankaccountdetailswereavailablewiththe Company, as evidenced by the most recent
electronic dividendpayouts.These to receive their rightful dues.
Outreach to Physical Shareholders
The Company leveraged its pan-India field force network to reach
shareholders holding shares in physical form who were not them in updating and
regularising their records, thereby enablingthemtoclaimunclaimeddividends.This facilitated
improved ons, encouraging and enhanced overall investor outreach.
SEBI Special Windows for Re-lodgement and Dematerialisation
During the year, the continues to encourage shareholders to
("SEBI") introduced special windows to facilitate transfer
and dematerialisationofphysical prior to 1 April 2019.
• A re-lodgement facility was available from 7 July 2025 to 6
January 2026.
• A further special window commenced from 5 February 2026 and will
remain open until 4 February 2027, covering eligible re-lodged and fresh cases where
original share Shares transferred pursuant to these windows are credited only in
dematerialised form and are subject to a one-year lock-in period. The Company disseminated
requisite
Support to IEPF "Saksham Niveshak" Campaign
The IEPF Authority, Ministry of Corporate Affairs, launched the 100
Days Campaign "Saksham Niveshak" from 28 July 2025 to 6 November 2025 to
facilitate shareholders in claiming unclaimed dividends prior to transfer to the IEPF. In
support of the Campaign, the Company undertook proactive investor outreach through
individual notices, emails,SMSandnewspaper shareholders to update their KYC, bank mandates
and other requisite details to enable timely claims and reduce transfers to the IEPF.
Appeal to the Shareholders
TheBoard periodically review and claim any unpaid dividends lying with
the Company. Information relating to unpaid and unclaimed dividends outstanding up to the
relevant financial years, the corresponding shares liable to be transferred (or already
transferred) to the IEPF Authority, along with applicable due dates, is available on the
Company's website.
Details of the procedure for claiming amounts or shares from
reclassification of general reserve to retained earnings and the IEPF Authority can be
accessed at www.sunpharma. com under Investors > Shareholders' Information >
Investor Services.
Shareholder Satisfaction Survey
With a view to further strengthening shareholder services, the Company
undertook a Shareholder Satisfaction Survey to obtain feedback conti nues to
maintain a prudent approach in theservicesrenderedbyitsRegistrarand Transfer Agent, MUFG
Intime India Private Limited (formerly known as Link Intime India Private Limited).
The Survey was conducted from 17 March 2026 to 31 March on 186 of the
Act. The 2026 and was open to shareholders who had availed RTA services during the period
from 1 April 2025 to 31 December 2025. The Survey facilitated the collection of
constructive feedback from shareholders, which has been duly shared with the RTA and is
expected to contribute towards continuous improvement in service delivery and overall
shareholder experience.
Memorandum of Association
During the year, the Board approved an alteration to the Objects Clause
of the Company's Memorandum of Association to include an additional object for
undertaking captive and renewable energy activities. The said was approved by the
shareholders through a special resolution passed by Postal Ballot on 17 April 2026.
Public Deposits
The Company has not accepted any deposits from the public during the
financial year under review within the meaning of Chapter V of the Act and the rules made
thereunder.
Credit Rating
There has been no change to the credit rating during the year, as
disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Board Policies
The various policies that the Board has approved and adopted in
accordance with the requirements set forth by the Act and the Listing Regulations can be
accessed at our website at https://www.sunpharma.com/policies.
Transfer to Reserves
The Board has not proposed any transfer of profits to reserves during
the year. The Composite Scheme of Arrangement implemented during the year involved
amalgamation of wholly-owned subsidiaries and did not result in any
transfer to reserves. The Board considers it appropriate to retain resources to support
the Company's operational and strategic requirements.
Loans, Guarantees and Investments
TheCompany respect of loans, guarantees and investments, undertaken as
part of its overall financial and strategic management. All such transactions during the
year under review were carried out in compliancewiththeprovisionsof details of loans
given, guarantees provided, and investments made have been duly disclosed in the Financial
Statements forming part of this Annual Report.
Changes in Capital Structure
During the financial year under review, there was no change in the
issued, subscribed or paid-up share capital of the Company. Pursuant to the Composite
Scheme of Arrangement implemented during the year, the authorised share capital of the
Company increased to 6,179,700,000 on account of the amalgamation of the authorised share
capital of the transferor wholly-owned subsidiaries with that of the Company. alteration
The paid-up equity share capital of the Company as on 31 March 2026 remained at
2,399,334,970. The Company did not issue any shares or other convertible securities,
including sweat equity shares or securities under stock option schemes, during the year.
Subsidiaries/ Joint Ventures/ Associates
The statement containing the salient features of the Financial
Statements of the Company's subsidiaries/ joint ventures/
associates is given in Form AOC 1, provided in Notes to the consolidated financial
statements, forming part of this
Annual Report.
Details pertaining to entities that became subsidiaries/ joint
ventures/ associates and those that ceased to be the subsidiaries/ joint ventures/
associates of the Company during the year under review are provided in the notes to the
consolidated financial statements, forming part of this
Annual Report.
As on 31 March 2026, the Board of the Company comprised eight members.
This included four Executive Directors, of whom three are associated with the Promoter,
including one woman director; and four Non-Executive Independent Directors, one of whom is
a Woman Independent Director. Details relating to the composition of the Board and its
Committees, and other related information are provided in the Corporate Governance Report
forming part of this
Annual Report.
During the financial year under review and up to the date of this
Report, the following were the changes in the composition of the Board and Key Managerial
Personnel of the Company:
Change in Managing Director
1. Mr. Dilip Shanghvi (DIN: 00005588) stepped down as Managing Director
effective from 01 September 2025 and continues to be the Chairman. His appointment as the
Executive Chairman of the Company is for a term of five years commencing from 1 September
2025 to 31 August 2030, as approved by the shareholders at the
33rd AGM.
2. Mr. Kirti Ganorkar (DIN: 10620142) was appointed as the Managing
Director of the Company for a term of years commencing from 1 September 2025 to 31 August
2030, asapprovedbytheshareholdersatthe33 Executive Independent Director
of the rd AGM.
Change in Executive Director
3. Ms. Vidhi Shanghvi (DIN: 06497350) was appointed as a retire by
rotation.
Whole-time Director of the Company for a term of five years with effect
from 22 May 2025 to 21 May 2030, approved by the shareholders at the 33rd AGM.
Change in Non-Executive Directors
4. Mr. Sudhir Valia (DIN: 00005561), Non-Executive Non-Independent
Director, retired from the Board at the conclusion of the 33rd AGM on 31 July 2025.
5. Dr. Pawan Goenka (DIN: 00254502) was re-appointed as a Non-Executive
Independent Director of the Company for a second term of five years commencing from 21 May
2026 to 20 May 2031, pursuant to the approval of the shareholders through Postal Ballot.
He shall continue to hold office after attaining the age of seventy-five (75) years during
the said term and shall not be liable to retire by rotation.
6. Ms.RamaBijapurkar(DIN:00001835),Non-Executive
Independent Director, completed her first term of appointment and
ceased to be a Director of the
Company with effect from closure of business hours on 20 May 2026.
7. Ms. Satyavati Berera (DIN: 05002709) was appointed as a
Non-Executive Independent Director of the Company for a term of five years commencing from
8 May 2026 to 07 May 2031, pursuant to the approval of the shareholders through Postal
Ballot. She shall not be liable to retire by rotation.
8. Dr. Andreas Busch (DIN: 11699735) has been appointed asaNon-Company
for a term of five years with effect from 12 May 2026 upto 11 May 2031, subject to the
approval of the shareholders at the ensuing 34th AGM. He shall not beliableto as
Change in Chief Financial Officer
9. Ms. Jayashree Satagopan was appointed as the Chief Financial Officer
and Key Managerial Personnel of the Company with effect from 01 July 2025.
10. Mr. C. S. Muralidharan, Chief Financial Officer, retired from the
services of the Company and ceased to be the Chief Financial Officer with effect from 01
July 2025. The requisite disclosures as required under the Act, the Listing Regulations
and Secretarial Standard-2 on General Meetings issued by the Institute of Company
Secretaries of India ("ICSI") are provided in the Notice convening the
34th AGM.
Declaration by Independent Directors
The Company has received declarations from all Independent Directors
confirming that they meet the criteria of independence as outlined in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent
Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the
data bank of Independent Directors maintained by the Indian Institute of Corporate
Affairs. There have been no changes in the circumstances affecting their status as
Independent Directors of the Company. In the opinion of the Board, the Independent
Directors meet the conditions specified under the Act and the Listing Regulations, and
they remain independent of management.
This requirement underscores the importance of Independent
Directors in providing unbiased oversight. They help make sure that the
Board's decisions are not swayed by management or major shareholders.
Familiarisation Programme for the
Independent Directors
In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarise them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of the Familiarisation Programme are available on the website of the Company at
https://sunpharma.com/policies/
Board Performance Evaluation
The Board Performance Evaluation is conducted annually under a
comprehensive Performance Evaluation Programme ("PEP"), which is an integral
part of the Nomination and Remuneration Committee's ("NRC") roles and
responsibilities Each year, the NRC reviews the performance evaluation criteria for the
Board as a whole, its Committees, and individual Directors, taking into account applicable
SEBI Regulations and the Guidance Note on Board Evaluation issued by ICSI.
For the financial year 2025-26, the PEP was implemented through a
structured, multi-pronged approach to ensure a robust, objective, and effective evaluation
process. The approach comprised the following:
• Questionnaire Approach:
Structured questionnaires covering the performance of the Board as a
whole, Board Committees, and individual Directors were circulated to all Board members.
The questionnaires sought inputs on various aspects of governance, strategy, oversight,
Board dynamics, and individual contribution.
• Interaction Approach:
In addition, the Lead Independent Director held one-on-one interactions
with each Board member to solicit qualitative feedback, views, and suggestions on the
effectiveness of the Board's functioning, decision-making processes, Committee
operations, and overall governance framework.
• Meeting of Independent Directors
The Independent Directors held their separate meeting, as required, to
review the performance of the Board as a whole, the Chairperson, Non-Independent Directors
and the Board Committees. The views and suggestions expressed at the said meeting were
noted and have been appropriately considered in the performance evaluation process. Action
points arising therefrom are being taken forward for implementation.
Remuneration Policy and Criteria for Appointment of Directors
The Company has in place a process for selection of any Director,
wherein the NRC identifies persons of integrity who possess relevant expertise, experience
and leadership qualities required for the position and the Committee also ensures that the
incumbent fulfils such criteria with regard to qualifications, positive attributes,
independence, age and other criteria as laid down under the Act, Listing Regulations or
other applicable laws and the diversity attributes as per the Board Diversity Policy of
the Company. The Remuneration Policy, inter alia, covers guiding principles and components
such as fixed or variable remuneration, retirement benefits, and commissions.
The Remuneration Policy, as approved by the Board, is available on the
Company's website at https://sunpharma. com/policies.
Information as per Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in ‘Annexure A' to this Report. Further, the information pertaining to
Rule 5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars
of employees, is available for inspection at the registered office of the Company during
business hours, and the Annual Report is being sent to the members, excluding this. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary
and Compliance Officer either at the Registered/Corporate Office address or by email to
secretarial@sunpharma.com.
Board Diversity
Your Company recognises and embraces the importance of a diverse Board
in its success. The Board has adopted the Board Diversity Policy, which sets out the
approach to the diversity of the Board. The said Policy is available on the Company's
website at https://sunpharma.com/policies .
Succession Plan
The Company has an effective succession planning mechanism focusing on
the orderly succession of Directors, Key Management Personnel, and Senior Management. The
NRC implements this mechanism in conjunction with the Board.
Corporate Governance Report
The Corporate Governance Report and the certificate from the
Company's Auditors, as stipulated in Schedule V of the Listing Regulations, are
provided in a separate section which forms part of this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis as prescribed under Part B of
Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate
section forms part of this Annual Report which includes the state of affairs of the
Company, and there has been no change in the nature of business of the Company during the
financial year ended 31 March 2026.
Board Meetings
The Board of the Company met 7 (seven) times during the year under
review. The dates of the Board meetings and the attendance of the Directors at the
meetings are provided in the Corporate Governance Report, which forms a part of this
Annual Report.
Committees of the Board
As on 31 March 2026, the Board has established six Committees: the
Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship
Committee, the Risk Management Committee, the Corporate Social Responsibility Committee,
and the Corporate Governance and ESG Committee.
The Corporate Governance Report, which is included in this Annual
Report, provides details about the meetings and composition of the Board Committees.
Related Party Transactions
operati GiventheCompany'sglobalreach,size,and related party
transactions are essential to its core business As part of various measures for better
corporate governance, the Company has constituted a special Committee, the Corporate
Governance and ESG Committee ("CGESGC"), which, inter alia, monitors and reviews
all related party transactions before recommending them to the Audit Committee for
approval. Furthermore, the Company verifies the nature of these transactions by obtaining
a certificate from an Independent consultant confirming whether they were conducted at
arm's length and in the ordinary course of business. This certificate is then
presented to the CGESGC and Audit Committee for thorough evaluation, ensuring a robust
governance process.
The Policy on Materiality of and Dealing with Related Party
Transactions, as approved by the Board, is available on the website of the Company at
https://www.sunpharma.com/ policies.
As required under Section 134(3)(h) of the Act, details of transactions
entered with related parties under the Act are given in Form AOC-2, provided as
‘Annexure B' to this Report.
Internal Controls and Internal Financial Controls Internal Controls
The Company recognises that a strong internal control environment is
fundamental to effective governance, sustainable value creation, and stakeholder
confidence. Management is responsible for establishing, maintaining, and continuously
strengthening internal controls that are commensurate with the scale, complexity, and
geographic footprint of the Company's operations.
The internal control framework is designed to provide reasonable
assurance regarding the achievement of business objectives across operations, reporting,
and compliance. It encompasses clearly defined policies, standard operating procedures,
segregation of duties, preventive and detective controls, and monitoring mechanisms. These
controls support operational effectiveness, safeguard assets, enhance process discipline,
and facilitate timely and reliable decision making. The framework is dynamic and risk
responsive, with periodic reassessment to address evolving business models, regulatory
expectations, digital transformationinitiatives, emerging risks, and changing external
conditions. Control owners across business units are accountable for operating controls
effectively, while independent assurance is provided through structured internal audit and
monitoring activities. Insights arising from audits, risk assessments, investigations, and
data analytics are leveraged to drive continuous improvement, remediation of control gaps,
and strengthening of governance practices across the
Internal Financial Controls
The Company has established an adequate and system of internal
financial controls ("IFC") over financial reporting, forming an integral part of
the overall internal control framework. These controls are designed to ensure the orderly
and efficient conduct of business, reliability of financial reporting, and compliance with
applicable laws and regulations.
The IFC framework is aligned with globally recognised standards and
supports the preparation of Financial Statements that present a true and fair view in
accordance with applicable accounting principles. It covers entity level controls, process
level controls, and technology enabled controls across significant business processes and
. legal
During the year, the Company continued its focus on:
• Strengthening control design and operating effectiveness,
• Transitioning from manual to automated controls, particularly in
finance and IT-dependent processes, and
• Enhancing coordination with statutory auditors to ensure
alignment on risk assessment, testing methodology, and remediation outcomes.
The effectiveness of internal financial controls is assessed through a
combination of management self-assessments, independent testing, and audit committee
oversight. Identified deficiencies, if any, are addressed through time-bound corrective
actions, with progress monitored to ensure sustainable remediation.
Whistle-blower Policy / Vigil Mechanism
The Company is committed to maintaining the highest standards of
ethical conduct, integrity, and transparency across all its operations. The Global Code of
Conduct provides the foundation for ethical behaviour and serves as a guide for employees,
directors, and other stakeholders in conducting business responsibly.
In line with this commitment, the Company has established a robust
Global Whistle blower Policy / Vigil Mechanism, approved by the Board and administered
with appropriate independence. The mechanism enables employees and other stakeholders to
report concerns relating to unethical behaviour, fraud, violations of law or policy, and
other misconduct, without fear of retaliation.
Key features of the vigil mechanism include:
• Multiple confidential reporting channels, including web based
and direct reporting mechanisms,
• Protection of whistle blowers against retaliation,
• Independent investigation of reported concerns with appropriate
oversight, and
• Time bound tracking, reporting, and closure of cases.
The Global Whistle-Blower Policy has been periodically enhanced to
reflect evolving regulatory expectations, data privacy considerations, and best practices,
and is accessible on the Company's website at https://sunpharma.com/policies. The
Audit Committee provides oversight of the vigil mechanism and reviews significant cases,
trends, and remediation actions. Management leverages insights from whistle blower cases
to strengthen controls, promote ethical culture, and reinforce accountability across the
organisation. For more in-depth information regarding the Company's vigil mechanism,
please refer to the Corporate Governance Report included within this Annual Report.
Global Internal Audit
The Global Internal Audit ("GIA") function operates
independently and reports functionally to the Audit Committee of the Board and
administratively to senior management. The function is governed by an Audit Charter
approved by the Audit Committee and operates in accordance with recognised professional
standards.
GIA adopts a risk based and forward looking audit approach, providing
independent assurance on the adequacy and effectiveness of governance, risk management,
and internal controls. Audits cover financial, operational, compliance, information
technology, and strategic risk areas and are conducted across business units and
geographies on a rotational basis.
In addition to assurance, GIA plays an advisory and value enabling
role, supporting management through:
• Thematic and cross functional reviews,
• Early identification of emerging risks and control gaps,
• Data driven insights and analytics,
• Investigations and integrity reviews, and
• Recommendations focused on process simplification,
standardisation, automation, and sustainable remediation.
The GIA team comprises professionals with diverse qualifications,
including Chartered Accountants, Certified Internal Auditors, Certified Information
Systems Auditors, Certified Fraud Examiners, MBAs, and Engineers. During the year, the
Company further strengthened audit governance and execution through enhanced use of
technology. The Laser Audit Reporting System (LARSR), implemented effective 1 April 2024,
enables end to end management of the audit lifecycle, real time tracking of audit
progress, standardised documentation, and structured monitoring of action plan closure.
Audit findings, key themes, and status of corrective actions are
regularly reviewed by the Audit Committee. Management is responsible for timely
implementation of agreed actions, with closure monitored through structured follow up
mechanisms.
Enterprise Risk Management
The Board of Directors, through the Risk Management Committee
("RMC"), oversees the Company's Enterprise Risk Management
("ERM") framework. The Committee reviews the Company's risk profile, risk
appetite, and the effectiveness of risk mitigation strategies. Details of the
Committee's composition and functioning are set out in the Corporate Governance
Report forming part of this Annual Report. The Company has implemented a comprehensive and
integrated ERM framework that supports identification, assessment, prioritisation, and
management of risks that may affect the achievement of strategic and operational
objectives. The framework aligns risk considerations with strategy, capital allocation,
and performance management. Key elements of the ERM framework include:
• Identification of strategic, financial, operational, regulatory,
sustainability, cyber, geopolitical, third party, and emerging risks,
• Clear ownership of risks and mitigation actions by designated
risk owners,
• Assessment of risk likelihood, impact, and control
effectiveness, and
• Periodic review and escalation of key risks to senior management
and the Board.
Risks and mitigations are documented in a comprehensive enterprise risk
register, which is updated at least semi annually in consultation with business, regional,
and functional leaders. The register captures evolving risk trends, mitigation status, and
emerging risk insights to support informed decision making.
The Company leverages digital enablement through the Laser Risk
Management System (LERMSR), implemented effective 1 September 2024, which provides a
centralised platform for risk identification, assessment, mitigation tracking, reporting.
The system facilitates consistency, transparency, and enterprise wide risk awareness.
ERM discussions are integrated into Board and management reviews,
enabling proactive risk responses, minimisation of unexpected losses, and strengthening of
organisational resilience.
In order to comply with the above requirements, the Board of Directors
has established RMC to oversee the spectrum of organisational risks diligently. The
Corporate Governance Report, an integral part of this Annual Report, provides detailed
insights into the Committee's operations. The Committee evaluates the effectiveness
of risk strategies, ensuring they are robust and responsive. In line with this, the Board
has endorsed a comprehensive Risk Management Policy, a synopsis of which can be accessed
on our website at https://sunpharma.com/policies .
Auditors
Statutory Auditors
Disclosing the details of the Statutory Auditors in the Board's
Report helps ensure transparency and gives shareholders and other
stakeholders confidence in the Company's financial health and adherence to
Regulations.
S R B C & CO LLP, Chartered Accountants, (Firm's Registration.
No. 324982E/ E300003), have been reappointed as the Statutory Auditors of the Company for
a period of 5 (five) years at the 30 th AGM of the Company to hold office till the
conclusion of the 35 th AGM of the Company.
The Auditor's Report for the financial year 2025-26 has been
issued with an unmodified opinion.
Secretarial Auditors
The Secretarial Audit verifies whether the Company complies with
various laws and regulations, thereby strengthening its compliance efforts. The Board is
responsible for responding to any issues raised in the audit report, demonstrating its
commitment to making the necessary changes and maintaining high compliance standards.
Based on the recommendation of the Board, the shareholders of the
Company had appointed KJB & CO LLP, Practising Company Secretaries, to undertake the
Secretarial Audit of the Company for a term of five (5) consecutive years, to hold such
office from the conclusion of 33 rd AGM up to the conclusion of 38th AGM, at such
remuneration as may be fixed by the Board, from time to time. The Secretarial Report in
the Form No. MR-3 for the year is provided as ‘Annexure C1' to this Report.
The Secretarial Audit Report for the year does not contain any
qualification, reservation or adverse remark. In accordance with the provision of
Regulation 24A of the Listing Regulations, Secretarial Audit of two material unlisted
Indian subsidiaries of the Company namely, Sun Pharma Laboratories Limited (SPLL) and Sun
Pharma Distributors Limited (SPDL), was undertaken by KJB & CO LLP, Practicing Company
Secretaries, Mumbai and the Secretarial Audit Reports issued by them are provided as
‘Annexure - C2' and ‘Annexure - C3' respectively to this Report. The
Secretarial Audit Reports for these material unlisted Indian
subsidiaries do not contain any qualification, reservation or adverse remark.
Cost Auditors
The Cost Auditors play a crucial role in examining the Company's cost
accounting practices and verifying the accuracy of its cost records. Through detailed
assessments, they ensure that the Company adheres to legal standards and effectively
manages its costs.
The Board has appointed M/s. Narasimha Murthy & Co., Cost
Accountants (Firm's Registration No. 000042), as Cost Auditor of the Company, to
conduct the audit of cost records maintained by the Company for the financial year
2025-26. The Company has maintained the Cost Records as specified by the Central
Government under Section 148(1) of the Act.
Business Responsibility & Sustainability
Report
The Business Responsibility and Sustainability Report of the
Company for the year ended 31 March 2026 is provided in a separate
section and forms part of this Annual Report and is also made available on the website of
the Company at https:// sunpharma.com/investors-annual-reports-presentations. Further, the
Company publishes a separate Sustainability Report, which inter alia includes details of
CSR expenditure, initiatives, and broader Environmental, Social, and Governance (ESG)
performance. The Sustainability Report is duly submitted to the stock exchanges and is
also available on the website of the Company at www.sunpharma.com.
Corporate Social Responsibility ("CSR")
In compliance with the requirements of Section 135 of the Act, read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of
the Company is available on the website of the Company at https:// sunpharma.com/policies.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
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 provided as
‘Annexure – E' to this Report.
Human Resources
FY26 continued to be a year of meaningful progress for us. Our people
remained at the core of our success, demonstrating unwavering commitment to ensuring
uninterrupted access to medicines for patients across markets. Guided by the philosophy of
Sunology and aligned to our Employee Value Proposition Better Everyday, Take Charge,
Thrive Together the focus remained on building a safe, inclusive, and performance-driven
workplace. The Key HR priorities included enhancing the employer brand, strengthening our
talent management practices, along with focus on high performance and effectiveness. Going
forward, we will continue investments in leadership development, organizational
effectiveness, and digital enablement helping us strengthen our people foundation for the
future. Your Board would like to take this opportunity to express their gratitude and
appreciation for the dedication and contribution of all employees and looks forward to
their continued partnership in Sun Pharma's growth journey.
Gender Composition / No. of Employees as on 31 March 2026
Considering the strategic importance of CSR to the Company, a
comprehensive CSR Report is published in addition to the disclosures mandated under the
Act. It provides detailed information on the Company's CSR initiatives, including
areas of expenditure, key programs and interventions, and implementation mechanisms. It
also encompasses impact assessment studies, stakeholder engagement, and survey-based
evaluations undertaken to assess the effectiveness, reach, and sustainability of the CSR
initiatives at a group The Report underscores the Company's commitment to responsible
corporate citizenship and transparent disclosure of its social impact. The same is
available on the Company's website and can be accessed at: https://sunpharma.com/csr/
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Board strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through various
interventions and practices. It is the continuous endeavour of the management of the
Company to create and provide an environment to all its employees that is free from
discrimination and harassment . including sexual harassment. The Company has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has
arranged various interactive awareness workshops in this regard for the employees at the
manufacturing sites, R & D set ups & corporate office during the year under
review.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Particulars of the Complaints are as follows:
Disclosure under the Maternity Benefit Act, 1961
YourBoard provisions of the Maternity Benefit Act, 1961, and the rules
made thereunder. The Company has in place appropriate systems and policies to provide
maternity benefits and related entitlements to eligible women employees, in accordance
with the statutory requirements. The Company continues to endeavour to provide a
supportive and inclusive work environment for women employees.
Prohibition of Insider Trading
The Company has established a Code of Conduct for Prohibition of
Insider Trading ("Code") to govern, monitor, and report trading in the
Company's shares by designated persons and their immediate relatives, in accordance
with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015.
The Code outlines the procedures that designated persons must follow
when trading or dealing in the Company's shares and sharing Unpublished Price
Sensitive Information (UPSI). The Compliance Team of the Company circulates fortnightly
communications to employees to apprise them of the governance do's and don'ts under
the Insider Trading
Cyber Security
In response to increasing cyber threats, we continuously review and
strengthen our cybersecurity framework. The Company has real-time security monitoring and
layered controls across user devices, networks, servers, applications, and data to
safeguard systems and information. The company has a written down, defined Information
Security Management System and has been recently certified as ISO
27001:2022 compliant.
Regulatory Orders
There are currently no material orders from regulatory authorities,
courts, or tribunals that could impact the Company's ability to operate as a going
concern. The Company remains committed to transparent and timely disclosures in accordance
with Listing Regulations, should significant regulatory developments arise.
Annual Return
The Annual Return as required under sub-section (3) of Section 92 of
the Act in form MGT-7 is made available on the website of the Company and can be accessed
athttps:// sunpharma.com/annual-return.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards as
amended from
Other Disclosures
1. During the year under review, the Statutory Auditor, Cost Auditor
and Secretarial Auditor have not reported any instances of fraud committed in the Company
by its Officers or Employees to the Audit Committee and/or Board under section 143(12) of
the Act.
2. There are no proceedings initiated/ pending against your Company
under the Insolvency and Bankruptcy Code, 2016, and there is no instance of one-time
settlement with any Bank or Financial Institution.
3. Pursuant to the approval of the shareholders of the Company obtained
on 21 January 2025, a petition was filed with the Hon'ble National Company Law
Tribunal ("NCLT") in respect of the Composite Scheme of Arrangement. The NCLT
admitted the petition and passed its approval order for the Scheme, which provided for (a)
the amalgamation of the Company's wholly-owned subsidiary companies, namely Sun
Pharmaceutical Medicare Limited, Green Eco Development Centre Limited, Faststone
Mercantile
Company Private Limited, Realstone Multitrade Private Limited and
Skisen Labs Private Limited, with the Company, and (b) the reclassification of the General
Reserve of the Company to Retained Earnings. The Composite Scheme of Arrangement became
effective upon filing of the NCLT order dated 7 October 2025 with the Registrar of
Companies on 22 November 2025.
4. The Company has not issued any equity shares with differential
rights regarding dividends, voting, or other rights.
Acknowledgements
Your Board wishes to thank all stakeholders, employees, business
partners, the Company's bankers, medical professionals and business associates for
their continued support and valuable cooperation.
Your Board also wishes to express its gratitude to investors for the
faith that they continue to repose in the Company.
|
For and on behalf of the Board of Directors |
|
|
Dilip Shanghvi |
Kirti Ganorkar |
| Place: Mumbai |
Executive Chairman |
Managing Director |
| Date: 22 May 2026 |
(DIN: 00005588) |
(DIN: 10620142) |
