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DIRECTORS' REPORT
TO THE MEMBERS
Your Directors have pleasure in presenting the 76th Annual Report and
Audited Financial Statements for the financial year ended 31st March, 2026.
STANDALONE AND CONSOLIDATED FINANCIAL RESULTS
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(Rs. crores) |
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STANDALONE |
CONSOLIDATED |
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Year ended 31.3.2026 |
Year ended 31.3.2025 |
Year ended 31.3.2026 |
Year ended 31.3.2025 |
Sales and other Income |
7431.39 |
6749.21 |
9820.78 |
9032.39 |
Profit before finance cost and depreciation |
1874.93 |
1596.32 |
2153.01 |
1818.94 |
Finance cost |
43.51 |
63.04 |
75.94 |
84.93 |
Depreciation and Amortisation |
268.87 |
251.97 |
418.12 |
397.82 |
Profit before exceptional items and tax |
1562.55 |
1281.31 |
1658.95 |
1336.19 |
Exceptional Items: (Income)/Expenses |
30.42 |
281.54 |
86.43 |
205.05 |
Profit Before Tax |
1532.13 |
999.77 |
1572.52 |
1131.14 |
Tax Expense: |
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Current Tax |
405.25 |
341.63 |
420.63 |
373.14 |
Short/(Excess) provision of taxes for earlier years |
(3.13) |
(0.73) |
(2.80) |
(1.09) |
Deferred Tax Liability/(Asset) |
(2.51) |
8.11 |
(36.68) |
(28.44) |
Profit after tax |
1132.52 |
650.76 |
1191.37 |
787.53 |
Share of Profit/(Loss) of associates and joint ventures |
- |
- |
(7.59) |
(2.29) |
Profit for the period from continuing operations |
- |
- |
1183.78 |
785.24 |
Less Profit/(Add Loss) attributable to non-controlling interest |
- |
- |
42.66 |
47.56 |
Profit for the period attributable to owners of the Company |
- |
- |
1141.12 |
737.68 |
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of the
amount available for appropriation.
FINANCIAL STATEMENTS
The standalone and consolidated financial statements are prepared in accordance with
the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies
Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016.
In accordance with Indian Accounting Standard (Ind AS-110), the audited consolidated
financial statements are also provided in the Annual Report.
CREDIT RATING
During the year under report, India Ratings & Research (A Fitch Group Company) has
reviewed and assigned/affirmed the following ratings to Company's working capital limit,
long term loan and commercial papers :
Commercial Paper (INR 500 Millions) - IND A1 +
Fund/Non-Fund based working capital limit (INR 20150 Millions) - IND
AA+/Stable/IND A1 +
Long Term Loan (INR 3787.30 Millions) - IND AA+/Stable
Proposed Long Term Loan (INR 2000 Millions) - IND AA+/Stable
MANAGEMENT DISCUSSION AND ANALYSIS
a. Industry Structure and Development
The global economy is currently navigating multiple challenges ranging from
geo-political conflicts, raising crude prices, geo-political tariff threats, inflation
concerns and supply chain challenges. Inspite of these global multiple challenges, it is
heartening to note that the Indian economy is showing resilience. The inflation and
foreign exchange pressures are largely balanced by the steady GDP growth and expectation
that the Indian economy will remain amongst the fastest growing large economy in FY27
despite these headwinds.
b. Industry Structure and Development
The global pharmaceutical market currently stands at about US$ 1.75 trillion and is
projected to cross US $ 2 trillion by 2030. The global generic pharmaceutical market
currently stands at about US $ 500 billion and is projected to grow at a compounded annual
growth rate of about 6% to 8% over the next decade.
On the other hand, the Indian pharmaceutical market is valued at about US$ 60 billion
and is expected to reach about US$ 120 billion by 2030. Indian pharma sector is the 3rd
largest by volume and 14th largest by value, globally. Key growth drivers
include surge in chronic therapy demand, expansion into bio-similars and rapid growth of
CDMO segment.
Pharmaceutical industry has emerged as one of the fastest growing industry in the
world. The global pharmaceutical industry has shown rapid growth over the years driven by
factors such as an aging population, increasing prevalence of chronic diseases,
advancement in technology, raising healthcare awareness and expenditure fueled by
expanding middle-class population seeking better access to healthcare. As people live
longer, there is higher demand for medications to manage and treat conditions such as
cardiovascular diseases, diabetes and autoimmune diseases.
Indian pharmaceutical exports play a significant role in the growth of the Indian
economy and account for 6% of India's total merchandise exports by value. The Indian
pharma industry also supports about 2.7 million livelihoods, directly or indirectly.
Because of the low price and high quality, Indian medicines are preferred worldwide,
thereby rightly making the country the pharmacy of the world. Nearly half of the India's
pharmaceutical exports are directed to highly regulated markets such as Europe and United
States. India is one of the biggest supplier of low cost vaccines in the world.
India has a large and strong pharma industry with more than 10,000 manufacturing units
with about 650 of them USFDA compliant, largest number outside the United States. The
Indian pharma industry currently ranks 3rd in the world by volume and supports
close to 40% of the generic formulations demand in the US and 25% of all medicines in the
United Kingdom.
Indian pharma industry is highly diverse industry manufacturing bulk drugs, generic
formulations, over the counter medications, vaccines, bio-similars and biologics. India
has also emerged as the medical tourism hub of the world providing cost effective
treatments with latest technology.
The Government of India has set an ambition to become a US$ 30 trillion economy by
2047, coinciding with 100th year of Indian independence. With its robust global
footprint, pharmaceutical industry is a critical component of this growth strategy and is
expected to contribute significantly towards this objective.
India is the largest global supplier of generic medicines fulfilling about 20% of
global demand. However, Indian global generic formulations business still lags from value
perspective and need to transition from volume to value driven model by exporting high
value formulations such as bio-similars. Transition from volume to value will be critical
for Indian pharmaceutical sector to secure its place amongst world's top pharmaceutical
exporter in value term. Indian pharma manufacturers are expected to strengthen their
global presence through continued innovation, technological advancements and production
capacity expansions.
c. Outlook, Risks and Concerns
In the global pharmaceutical sector, India is a significant and rising player. Indian
pharma industry is now mature with decades of experience in bulk drugs and generics
manufacturing catering to the global needs. The Indian pharma industry has the experience
and know-how to produce quality drugs in an efficient, high quality and cost effective
manner. India's rich human capital is the strongest assets of the Indian pharmaceutical
industry.
Despite the challenges, Indian pharma industry aims to become the world's largest by
volume and rank amongst the top five pharma market by value. This ambitious goal if
realized will not only boost India's economy but also contribute significantly to global
health security by providing affordable medicines to both developed and developing
nations.
The Indian pharma industry has marked a decisive shift by positioning itself to
capitalize on global patent cliff and is looking beyond the traditional generic play.
Indian pharma industry has also signaled a strong intent in the blooming GLP-1 space
besides joining the global bio-similar band wagon with the strategic initiative to expand
and consolidate its presence in the coming years. Thus, Indian pharmaceutical export
market is all set to transform on a massive scale driven by strong cost effective
production capabilities, focus on research & innovation and government policy that
supports the industry.
However, poor public healthcare funding and infrastructure, low per capita consumption
of medicines in emerging economies including India, currency fluctuations, geo-political
conflicts and resultant increase in the energy and logistics costs, regulatory issues,
government mandated price control, trade and tariff barriers, inflation and resultant all
round increase in input costs are a few causes of concern.
During the year under report, there was no change in the nature of Company's business.
d. Financial Performance and Operations Review
During the financial year under report, the Company registered on a standalone basis a
total income of Rs.7431.39 Crores as against Rs.6749.21 Crores in the previous year, a
growth of 10.11%. On a consolidated basis, the total income of the Company has increased
by 8.73% to Rs.9820.78 Crores as against Rs.9032.39 Crores in the previous financial year.
During the financial year under report, the Earnings before interest, depreciation,
exceptional items and tax expense on a standalone basis amounted to Rs.1874.93 Crores as
against Rs.1596.32 Crores in the previous financial year. The operations have resulted in
a net profit of Rs.1132.52 Crores (after exceptional items) during the financial year
under report as against Rs.650.76 Crores in the previous financial year, an increase of
74.03%.
On a consolidated basis, the Earnings before interest, depreciation, exceptional items
and taxation amounted to Rs.2153.01 Crores as against Rs.1818.94 Crores in the previous
financial year. The consolidated operations have resulted in a net profit of Rs.1191.37
Crores (after exceptional items) during the financial year under report as against
Rs.787.53 Crores in the previous financial year, an increase of 51.28%.
Break-up of Sales (standalone)
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(Rs. Crores) |
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2025-26 |
2024-25 |
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Domestic |
Exports |
Total |
Growth |
Domestic |
Exports |
Total |
Growth |
Formulations |
3817.24 |
2082.58 |
5899.82 |
10% |
3455.10 |
1918.58 |
5373.68 |
10% |
APIs & Intermediates |
348.89 |
1046.85 |
1395.74 |
10% |
375.46 |
890.38 |
1265.84 |
1% |
Total Sales |
4166.13 |
3129.43 |
7295.56 |
10% |
3830.56 |
2808.96 |
6639.52 |
8% |
Growth |
9% |
11% |
10% |
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12% |
4% |
8% |
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Key Financial Ratios (standalone)
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31st March, 2026 |
31st March, 2025 |
1. Debtors Turnover Ratio |
5.98 |
6.05 |
2. Inventory Turnover Ratio |
1.14 |
1.18 |
3. Interest Coverage Ratio |
43.93 |
20.67 |
4. Current Ratio |
2.82 |
2.66 |
5. Debt Equity Ratio |
0.03 |
0.13 |
6. Operating Profit Margin (%) |
21.51% |
18.89% |
7. Net Profit Margin (%) |
15.24% |
9.64% |
8. Return on Net Worth (%) |
14.19% |
9.44% |
Due to business growth, mainly in the formulations business, where the value addition
is better, there is an improvement in most of the key financial ratios as compared to the
previous financial year. Due to repayment of the borrowings, interest coverage ratio and
debt equity ratio have also improved.
e. Domestic Formulations Business
The Company's branded formulations business in India now comprises of 22 marketing
divisions focusing on key therapeutic segments with a portfolio of about 172 brands. Your
Company is now the 16th largest in the domestic formulations market as per
IQVIA - MAT March, 2026. 6 formulation brands of the Company are featuring in the list of
300 top selling formulation brands in the country.
In order to increase the coverage and facilitate launch of new therapy divisions and
new products, the Company has been adding medical representatives in the domestic market.
During the financial year under report, the domestic formulations business recorded a
growth of 10% at Rs.3817.24 Crores as against Rs.3455.10 Crores in the previous year.
Domestic Branded Formulations - Therapeutic Contribution
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2025-26 |
2024-25 |
Therapeutic segment |
% to sales |
% to sales |
Pain Management |
53% |
53% |
Cardiovasculars & Anti-diabetics |
17% |
17% |
Anti-malarials |
2% |
3% |
Anti-bacterials |
5% |
5% |
Dermatology |
6% |
6% |
Gastro Intestinal (G I) products |
2% |
2% |
Cough Preparations |
4% |
4% |
Neuro Psychiatry |
4% |
3% |
Urology |
5% |
5% |
Nutraceuticals |
1% |
1% |
Others |
1% |
1% |
Total |
100% |
100% |
f. International Business
The products of the Company continue to be exported to over 100 countries across the
globe. During the financial year under report, the international business amounted to
Rs.3129.43 Crores as against Rs.2808.96 Crores in the previous year, a growth of 11%.
Formulation exports of the Company have increased by 9% to Rs.2082.58 Crores and exports
of APIs and Drug Intermediates have increased by 18% to Rs.1046.85 Crores.
Continent-wise Exports
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(' |
rores) |
|
2025-26 |
2024-25 |
Continent |
Formulations |
APIs and Intermediates |
Total |
% to exports |
Formulations |
APIs and Intermediates |
Total |
% to exports |
Europe |
522.75 |
361.84 |
884.59 |
28% |
525.00 |
281.11 |
806.11 |
29% |
Africa |
538.56 |
55.92 |
594.48 |
19% |
502.30 |
43.40 |
545.70 |
19% |
Americas |
344.03 |
321.30 |
665.33 |
21% |
267.43 |
268.57 |
536.00 |
19% |
Asia |
134.66 |
263.51 |
398.17 |
13% |
137.22 |
254.64 |
391.86 |
14% |
CIS |
228.21 |
40.97 |
269.18 |
9% |
210.42 |
35.84 |
246.26 |
9% |
Australasia |
314.37 |
3.31 |
317.68 |
10% |
276.21 |
6.82 |
283.03 |
10% |
Total |
2082.58 |
1046.85 |
3129.43 |
100% |
1918.58 |
890.38 |
2808.96 |
100% |
Europe
The Company achieved European export sales of Rs.884.59 Crores during the financial
year under report as against sales of Rs.806.11 Crores in the previous year, a growth of
10%.
The Company has developed and submitted 65 generic formulation dossiers for
registration in Europe out of which 60 dossiers are registered. The Company has also
obtained Certificate of Suitability (COS) of 62 APIs from European Directorate for Quality
Medicines (EDQM).
The Company has started marketing generic formulations in the United Kingdom in its own
label and this business is progressing on expected lines with several more generic
formulations lined up for registration/commercialization.
Africa
The Company achieved export sales of Rs.594.48 Crores to Africa during the financial
year under report as against Rs.545.70 Crores in the previous year, a growth of 9%.
The Company exports branded and generic formulations as well as APIs to many African
countries. The Company markets branded formulations in Africa through dedicated field
force. The Company also supplies generics formulations to South Africa.
The Company is expanding its branded formulations business in this continent through
expansion of geographical coverage and increase in the number of branded formulations
marketed. Your Company is also is in the process of expanding its field force in this
continent. The Company is also continuously filing new formulation dossiers for
registration in the African countries.
Americas
The Company achieved sales of Rs.665.33 Crores in this continent as against Rs.536.00
Crores in the previous year, a growth of 24%. The Company has commercialized its APIs and
formulations in the US market post lifting of import alert on the Company's manufacturing
facilities at Ratlam, Piparia (Silvassa) and SEZ Indore. Few of the formulations
manufactured by the Company are currently marketed in the US market and few more
formulations are currently in the process of commercialization. Unichem Pharmaceuticals
(USA) Inc., Company's step-down subsidiary is marketing/distributing the formulations
manufactured by the Company in the US market.
46 ANDA applications of generic formulations developed by the Company are filed with US
FDA out of which 32 ANDA applications are granted till date. 50 DMFs of the Company are
also currently filed with US FDA.
Asia
The Asian business (excluding India) recorded sales of Rs.398.17 Crores as against
Rs.391.86 Crores in the previous year, a growth of 2%. The Company exports formulations as
well as APIs to several Asian countries. In countries like Nepal, Sri Lanka, Myanmar,
Philippines and Vietnam, the Company markets its branded formulations through dedicated
field force.
Confederation of Independent States (CIS)
The Company's CIS business recorded sales of Rs.269.18 Crores as against Rs.246.26
Crores in the previous year, a growth of 9%. Most of the business is from branded
formulation sales in Russia, Kazakhstan and Belarus. The Company's branded formulations
are marketed in this continent by its own field force appointed through its non-trading
offices.
But for the continuing geo-political conflict, the Company's export business in this
sub-continent could have been even better.
Australasia
The Company exports APIs to Australia and formulations to Australia and New Zealand in
this sub-continent. The business from this continent was Rs.317.68 Crores during the
financial year under report as against Rs.283.03 Crores in the previous year, a growth of
12%.
The Company has developed and submitted 78 generic formulation dossiers for
registration in this market out of which 76 dossiers are registered.
g. Active Pharmaceutical Ingredients (APIs) and Intermediates Business
During the financial year under report, the APIs and Intermediates business recorded
sales of Rs.1395.74 Crores as against Rs.1265.84 Crores in the previous financial year.
Nearly 75% of the APIs and Intermediates business is from exports.
The Company exports its APIs across the globe. Most of the international customers of
the Company are end user formulations manufacturers including several multinational
companies.
Your Company continue to commercialize new APIs for the global market.
h. Intellectual Property Protection
The Company has created intellectual property management group within the Research and
Development centers to deal with management and protection of intellectual property. The
Company has filed many patent applications till date in India, USA and other countries.
These applications relate to novel and innovative manufacturing processes for the
manufacture of APIs and pharmaceutical formulations.
i. Internal Control Systems and its adequacy
The Company has adequate internal control systems including suitable monitoring
procedures commensurate with its size and the nature of the business. The internal control
systems provide for all documented policies, guidelines, authorization and approval
procedures. The Company has an internal audit department which carries out audits
throughout the year. The statutory auditors while conducting the statutory audit, review
and evaluate the internal controls and their observations are discussed with the Audit
committee of the Board.
j. Human Resources
The human resource plays a vital role in the growth and success of an organization. The
Company has maintained cordial and harmonious relations with employees across various
locations.
During the year under review, various training and development workshops were conducted
to improve the competency level of employees with an objective to improve the operational
performance of individuals. The Company has built a competent team to handle challenging
assignments. The Company strives to enhance the technical, work related and general skills
of employees through dedicated training programs on a continuous basis.
The Company has 18,667 permanent employees (including 1,035 overseas employees) as on
31st March, 2026. Out of this, 10,308 employees are engaged in the marketing
and distribution activities.
k. Cautionary Statement
Certain statement in the management discussion and analysis may be forward looking
within the meaning of applicable securities law and regulations and actual results may
differ materially from those expressed or implied. Factors that would make differences to
Company's operations include competition, price realization, currency fluctuations,
regulatory issues, changes in government policies and regulations, tax regimes, economic
development within India and the countries in which the Company conducts business and
other incidental factors.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year to which the financial statements in this
report relate and the date of this report.
SHARE CAPITAL
The paid-up share capital of the Company as at 31st March, 2026 was
25,37,04,218 equity shares of Rs.1/- each aggregating to Rs.25.37 Crores.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the financial year, in order to eliminate the compliance cost of maintaining a
subsidiary not doing any business, Ipca Pharmaceuticals Inc, USA sold its entire
shareholding in Bayshore Pharmaceuticals LLC, USA (Bayshore), its wholly owned subsidiary.
In view of this, Bayshore has ceased to be a subsidiary of the Company.
During the year under report, the Company has incorporated a wholly owned subsidiary by
the name "Ipca Pharmaceuticals GmbH" in the Federal Republic of Germany,
inter-alia, to hold product registrations, participate in the institutional and other
business and undertake distribution of generic formulations in the said country.
There has been no material change in the nature of the business of the subsidiaries
during the financial year under report.
Except Unichem Laboratories Ltd., India and Unichem Pharmaceuticals USA Inc, the
Company has no other subsidiary which can be considered as material within the meaning
Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the
following have been placed on the website of the Company www.ipca.com.
a) Annual Report of the Company containing therein its standalone and the consolidated
financial statements; and
b) Audited annual accounts of each of the subsidiary companies.
As required, the financial data of the subsidiaries, joint venture and associate
companies is furnished in the prescribed Form AOC-1 as an Annexure to the consolidated
financial statements.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the
consolidated financial statements of the Company are attached.
MANUFACTURING FACILITIES
New manufacturing facilities
a. The new green field Drug Intermediates/Active Pharmaceuticals Ingredients (APIs)
manufacturing facility set up by the Company at Village Hingni, District - Wardha,
Maharashtra with a capital outlay of Rs.182 crores has commenced commercial production in
February 2026.
b. In order to take care of growing domestic and rest of the world formulations
business, the Company is in the process of setting up a new green field formulations
manufacturing unit at Dewas, Madhya Pradesh at a capital outlay of about Rs.275 crores.
This manufacturing facility is expected to commence trial production in the current
financial year.
c. The Company has set-up a new green field Monoclonal Anti-bodies (mAbs) manufacturing
facility at Pithampur, Madhya Pradesh at a capital outlay of about Rs.250 crores. This
manufacturing unit is expected to commence production of batches for clinical studies and
regulatory approvals in the current financial year. Six mAbs candidates of the Company are
currently in the various stages of development.
d. The Company's wholly owned step down subsidiary Pisgah Laboratories inc., USA is in
the process of setting up a new green field liquid injectables and oral liquids
manufacturing facility at Pisgah Forest, NC USA at a capital outlay of about US $ 22
millions. This manufacturing unit is expected to commence trial production in the current
financial year.
Manufacturing facilities sold/closed down
As part of the Company's operational strategy and to reduce number of manufacturing
units and in order to minimize operational and other costs, during the financial year
under report :
a) The Company has sold and transferred its formulations manufacturing facility
situated at T-139, MIDC, Tarapur, Maharashtra, along with all rights, title and interest
in the leasehold land, factory buildings, assets and liabilities, employees, etc. with
respect to the said manufacturing facility on a slump sale basis.
b) The Company has also sold and transferred its drug intermediates and active
pharmaceutical ingredients (APIs) manufacturing facility situated at GIDC Industrial
Estate, Ankaleshwar, Gujarat along with all rights, title and interest in the leasehold
land, factory buildings, assets & liabilities, employees, etc. with respect to the
said manufacturing facility on a slump sale basis.
RESEARCH & DEVELOPMENT (R&D)
The Company has always considered Research and Development (R&D) as crucial for the
sustained growth of the Company. In the recent years, the Company has stepped-up
investments in R&D to keep pace with the changing domestic and global scenario.
The Company has R&D centers at Mumbai, Ratlam, Athal (Silvassa) and Ranu (Vadodara)
which are duly recognized by the Government of India, Ministry of Science and Technology,
Department of Scientific & Industrial Research (DSIR).
The R&D expenditure of the Company during the financial year was Rs.246.09 Crores
(3.37% of the turnover) as against Rs.207.08 Crores (3.12% of the turnover) in the
previous year.
With qualified and experienced research scientists and engineers manning the research
and development activities, the Company has focused its thrust on new and innovative
process and product development for the manufacture of APIs with non-infringing processes.
Apart from development of new dosage forms and drug delivery systems, improvement in
processes and yield as well as cost reduction are also focus areas.
DIVIDEND
Your directors are pleased to recommend a equity dividend of Rs.6/- per equity share of
Re. 1 each (600%) for the financial year under report.
The total dividend amounting to Rs.152.22 Crores, if approved at the ensuing Annual
General Meeting, will be appropriated out of the profits for the year.
The total dividend recommended for the financial year under report is in line with the
Company's dividend distribution policy which is placed on the Company's website
www.ipca.com.
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
The Company has transferred to the Investors Education and Protection Fund (IEPF) all
the unpaid dividend amounts required to be so transferred on or before the due date(s) for
such transfer. The Company has also transferred to IEPF, such of the Company's equity
shares in respect of which the dividend declared has not been paid or claimed for seven
consecutive years.
The details of the unpaid/unclaimed dividends for the last seven financial years are
available on the website of the Company www.ipca.com. The Company has appointed its
Company Secretary as the nodal officer under the provisions of IEPF.
DIRECTORS
Mr. Ajit Kumar Jain and Mr. Pranay Godha retire by rotation at the ensuing Annual
General Meeting and, being eligible, offer themselves for re-appointment.
Mr. Kamal Kishore Seth was re-appointed as an Independent Director of the Company for a
second term of five consecutive years from 29th March, 2024 and till 28th
March, 2029 through postal ballot on 28th March, 2024. The Board has appointed
Mr. Kamal Kishore Seth as the Lead Independent Director.
Dr. Narendra Mairpady was appointed as an Independent Director of the Company for a
term of five consecutive years from 20th October, 2022 till 19th
October, 2027 through postal ballot on 4th December, 2022.
Dr. (Ms.) Swati Patankar was appointed as an Independent Director of the Company for a
term of five consecutive years from 14th February, 2024 till 13th
February, 2029 through postal ballot on 28th March, 2024.
Mr. Vivek Keshav Shiralkar was appointed as an Independent Director of the Company for
a term of five consecutive years from 29th May, 2024 till 28th May,
2029. The shareholders have approved his appointment as an Independent Director at the 74th
Annual General Meeting of the Company held on 13th August, 2024.
At the meeting of the Board of Directors of the Company held on 29th May,
2026 and as recommended by the Nomination and Remuneration Committee, Mr. Prashant Godha
is re-appointed as the Executive Director of the Company for a further period of five
years with effect from 16th August, 2026. This re-appointment is subject to the
approval of the shareholders at the ensuing Annual General Meeting.
Mr. Kamal Kishore Seth, Dr. Narendra Mairpady, Dr. (Ms) Swati Patankar and Mr. Vivek
Shiralkar who are independent directors, have submitted declaration that each of them
meets the criteria of independence as provided in the Companies Act, 2013 and SEBI (LODR)
Regulations and there has been no change in the circumstances which may affect their
status as independent directors during the year.
None of the directors of the Company are debarred from holding the office of Director
by virtue of any SEBI order or order by any other competent authority.
In the opinion of the Board, the independent directors possess appropriate balance of
skills, experience and knowledge, as required.
A brief note on Directors retiring by rotation and eligible for re-appointment is
furnished in the Report on Corporate Governance annexed herewith.
KEY MANAGERIAL PERSONNEL
During the financial year under report, the following persons continue to be the Key
Managerial Personnel of the Company:
Mr. Premchand Godha - |
Executive Chairman |
Mr. Ajit Kumar Jain - |
Managing Director/CFO |
Mr. Pranay Godha - |
Managing Director/CEO |
Mr. Prashant Godha - |
Executive Director |
Mr. Harish P. Kamath - |
Corporate Counsel & Company Secretary |
There was no change in the Key Managerial Personnel during the financial year under
report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors'
appointment and remuneration including criteria for determining qualification, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee:
the candidate should possess the positive attributes such as leadership,
entrepreneurship, business advisor or such other attributes which in the opinion of the
Committee are in the interest of the Company;
the candidate should be free from any disqualification as provided under
Sections 164 and 167 of the Companies Act, 2013;
the candidate should meet the conditions of being independent as stipulated
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in case of appointment as an independent director; and
the candidate should possess appropriate educational qualification, skills,
experience and knowledge in one or more fields of finance, law, management, sales,
marketing, administration, research, corporate governance, technical operations,
infrastructure, medical, social service, professional teaching or such other areas or
disciplines which are relevant for the Company's business.
BOARD EVALUATION
The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of independent directors, Board of Directors and Committees of the Board. The
criteria for performance evaluation is based on the various parameters like attendance and
participation at meetings of the Board and Committees thereof, contribution to strategic
decision making, review of risk assessment and risk mitigation, review of financial
statements, business performance and contribution to the enhancement of brand image of the
Company.
The Board has carried out evaluation of its own performance as well as that of the
Committees of the Board and all the Directors.
The annual evaluation was carried out in the following manner:
Sr. No. |
Performance evaluation of |
Performance evaluation performed by |
1. |
Board and individual directors |
Board after seeking inputs from all directors |
2. |
Board Committees |
Board seeking inputs from all committee members |
3. |
Individual Directors |
Nomination and Remuneration committee |
4. |
Non-independent directors, Board as a whole and the Chairman |
Separate meeting of independent directors after taking views from
executive directors |
5. |
Board, its Committees and individual Directors |
At the board meeting held after the meeting of the independent
directors based on evaluation carried out as above. |
PROFICIENCY OF DIRECTORS
All the independent directors of the Company have registered their names in the
database maintained by the Indian Institute of Corporate Affairs, Manesar, Haryana. Those
of the independent directors who are not otherwise exempted have appeared and passed the
common proficiency test conducted by the said institute within the prescribed time.
REMUNERATION POLICY
The objective and broad framework of the Company's Remuneration Policy is to consider
and determine the remuneration based on the fundamental principles of payment for
performance, for potential and for growth. The Remuneration Policy reflects on certain
guiding principles of the Company such as aligning remuneration with the longer term
interests of the Company and its shareholders, promoting a culture of meritocracy and
creating a linkage to corporate and individual performance and emphasizing on line
expertise and market competitiveness so as to attract the best talent. It also ensures the
effective recognition of performance and encourages a focus on achieving superior
operational results. The Nomination and Remuneration Committee recommends the remuneration
of Directors and Key and Senior Managerial Personnel which is approved by the Board of
Directors, subject to the approval of shareholders, where necessary. The level and
composition of remuneration shall be reasonable and sufficient to attract, retain and
motivate the directors, key and senior managerial personnel and other employees of the
quality required to run the Company successfully. The relationship of remuneration to
performance should be clear and meet appropriate performance benchmarks. The remuneration
to directors, key managerial personnel and senior management personnel should also involve
a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its goals. The Remuneration
Policy is placed on the Company's website www.ipca.com.
Information about elements of remuneration package of individual directors is provided
in the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is
placed on the website of the Company.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Details of the familiarization programs for independent directors are disclosed on the
website of the Company www.ipca.com.
MEETINGS OF THE BOARD AND COMMITTEES THEREOF
This information has been furnished under Report on Corporate Governance, which is
annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm:
i) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
ii) that your 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 at the end of the
financial year 31st March, 2026 and of the profit of the Company for the
financial year;
iii) that your 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;
iv) that your Directors have prepared the annual accounts on a going concern basis;
v) that your Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
vi) that your Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
As per the requirement of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has complied with the requirements of Corporate Governance
in all material aspects.
A report on Corporate Governance (Annexure 1) together with a certificate of its
compliance from a Practising Company Secretary, forms part of this report.
FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed deposits and as
such no amount of principal or interest on deposits from public was outstanding as on the
date of the balance sheet.
AUDIT COMMITTEE
Details of the Audit Committee along with its constitution and other details are
provided in the Report on Corporate Governance.
AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS
M/s. N V C & Associates LLP, Chartered Accountants, Firm Registration No.
106971W/W101085 were appointed as the Statutory Auditors to carry out statutory audit of
the Company for a period of 5 (five) years from the conclusion of the 72nd AGM
of the Company and till the conclusion of the 77th AGM of the Company in the
year 2027.
The Auditors' Report read with the notes to the accounts referred to therein are
self-explanatory and therefore, do not call for any further comments. There are no
qualifications, reservations or adverse remarks made by the Auditors.
COST AUDIT
Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. ABK &
Associates, Cost Accountants (Firm Registration No. 000036) were appointed as the Cost
Auditors to conduct audit of cost records of the Company for the financial year 2025-26.
The Cost Audit Report for the financial year 2024-25, which was due to be filed with
the Ministry of Corporate Affairs by 9th September, 2025 was filed on 8th
September, 2025.
The Company has maintained the cost accounts and cost records as specified by the
Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were
appointed as the Secretarial Auditors for auditing the secretarial records maintained by
the Company for a period of 5 (five) years from 1st April 2025.
The Secretarial Auditors' Report is annexed hereto. There are no qualifications,
reservations or adverse remarks made by the Secretarial Auditors.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is committed to good corporate citizenship. As a part of its corporate
social responsibility, the Company continues to undertake a range of activities including
healthcare and education to improve living conditions of the needy people. The CSR policy
of the Company is placed on the website of the Company
(https://www.ipca.com/wp-content/pdf/corporate-policy/2023/corporate-social-responsibility-
policy.pdf).
During the year under report, the Company has also supported healthcare and educational
projects undertaken by charitable institutions and organizations.
In accordance with the provisions of Section 135 of the Companies Act, 2013, an
abstract on Company's CSR activities is furnished as Annexure 2 to this report.
SAFETY, ENVIRONMENT AND HEALTH
The Company considers safety, environment and health as the management responsibility.
Regular employee training programmes are carried out in the manufacturing facilities on
safety, environment and health.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made any investments in
contravention of the provisions of the Section 186 of the Companies Act, 2013. The details
of the loans and guarantees given and investments made by the Company are provided in the
notes to the financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of Company's business. The Company has
not entered into any contract, arrangement or transaction with any related party which
could be considered as material as defined under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Board has approved a policy for related party transactions which has been uploaded
on the website of the Company (https://www.ipca.com/wp-content/pdf/corporate-policv/Policv
on Related Party Transactions.pdf).
All the related party transactions are placed before the Audit Committee as well as the
Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit
Committee and the Board on an annual basis for repetitive transactions.
Related party transactions under Indian Accounting Standard - Ind AS 24 are disclosed
in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h)
of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 is furnished as Annexure 3 to this report.
EMPLOYEES
Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees drawing remuneration
and other details as set out in the said Rules is furnished under Annexure 4 to this
report.
However, having regard to the provisions of the first proviso to Section 136(1) of the
Act and as advised, the Annual Report excluding the aforesaid information is being sent to
the members of the Company. The said information is available for inspection at the
registered office of the Company during working hours excluding Saturdays and any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished on request.
CODE OF CONDUCT
The Board has laid down a code of conduct for board members and senior management
personnel of the Company. The code incorporates the duties of independent directors as
laid down in the Companies Act, 2013. The said code of conduct is posted on Company's
website www. ipca.com. The Board members and senior management personnel have affirmed
compliance with the said code of conduct. A declaration in this regard signed by the
Managing Director/CEO is given at the end of the Corporate Governance Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
There is a Whistle Blower Policy in the Company and that no personnel have been denied
access to the Chairman of the Audit Committee. The policy provides for adequate safeguards
against victimization of persons who use vigil mechanism. The Whistle Blower Policy is
posted on the website of the Company www.ipca.com.
PREVENTION OF INSIDER TRADING
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, senior management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under Report, there has been due compliance with the said code of conduct for
prevention of insider trading.
The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the
website of the Company www.ipca.com.
CONSTITUTION OF COMMITTEE UNDER SEXUAL HARRASSMENT OFWOMEN ATWORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy in line with the requirements of Prevention of Sexual
Harassment of Women at the Workplace and a Committee has been set-up to redress sexual
harassment complaints received. The necessary annual report has been submitted to the
competent authority in this regard.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has
constituted a Risk Management Committee. The details of the Committee and its terms of
reference are provided in the Report on Corporate Governance, which is annexed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by any regulator, tribunal or court
that would impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the requirements of Section 134 of the Companies Act, 2013,
statement showing particulars with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo is furnished as Annexure 5 to this
report.
ANNUAL RETURN
In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and
rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual
Return in Form MGT-7 is placed on the Company's website www.ipca.com (weblink : https://
www.ipca.com/investors-extract-of-annual-return/).
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Business Responsibility and Sustainability Report of the Company for the financial
year ended 31st March, 2026 forms part of this Report. The same is also
uploaded on the Company's website www.ipca.com as a part of the Annual Report.
SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the continued co-operation and
support extended to the Company by the bankers and financial institutions. Your Directors
also thank the medical profession, the trade and consumers for their patronage of the
Company's products. Your Directors also place on record their profound admiration and
sincere appreciation of the continued hard work put in by employees at all levels.
|
For and on behalf of the Board |
Mumbai |
Premchand Godha |
29th May, 2026 |
Executive Chairman |
|