As on: Jun 20, 2026 01:33 AM
The Board of Directors of our Company has pleasure in presenting the 42nd Annual Report pursuant to Section 134(3) of the Companies Act, 2013, comprising the prescribed particulars and information as per the Companies (Management and Administration) Rules, 2014, and the Companies (Accounts) Rules, 2014, in respect of the year ended 31st March, 2026, as follows:
a) Number of Meetings of the Board : 11
b) Directors' Responsibility Statement:
Pursuant to Section 134 (5) of the Companies Act, 2013 (Act) our Directors hereby state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures.
ii) The directors had selected such accounting policies, applied them consistently, and made judgements and estimates that were 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 and of the profit and loss of the company for that period.
iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.
iv) The directors had prepared the annual accounts on a going-concern basis.
v) The directors have laid down internal financial controls to be followed by the company, and such internal financial controls are adequate and are operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.
c) Declaration by Independent Directors under Sub-section (6) of Section 149:
The company has received the necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d) Nomination and Remuneration Policy:
The criteria laid down in the Companies Act, 2013 and the Rules framed thereunder are complied with while appointing the Directors. For appointment of an Independent Director, the independence criteria defined in Section 149(6) of the Act, and Regulation 16(1 )(b) of the SEBI Listing Regulations are also considered. The Nomination and Remuneration Policy has been formulated and approved by the Nomination and Remuneration Committee and Board of Directors in accordance with Section 178(3) of the Act and Regulation 19(4) of the SEBI (LODR) Regulations, and the same is available on the website of the company at https://www.zimlab.in/investor-reports-policies.
e) Explanations or comments on a qualification/ reservation/adverse-remark/disclaimer made by:
1. Statutory Auditor: Not applicable since there is no qualification, reservation, adverse remark, or disclaimer by the auditor.
2. Secretarial Auditor: Not applicable since there is no qualification, reservation, adverse remark, or disclaimer by the auditor.
f) Reporting of Frauds by Auditors :
None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act.
g) Particulars of loans, guarantees, or investments under Section 186:
a) Loan : NIL
b) Guarantee : NIL
c) Investment : ' 381.20 lakhs
Details of Loans, guarantees and investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31 March 2026, also forms part of the Notes to the financial statements provided in the Annual Report.
h) Particulars of contracts or arrangements with related parties pursuant to Section 188(1)
During the year, there were no transactions with related parties that conflicted with the interests of the company. All transactions entered into by the company with related parties during the financial year were in the ordinary course of business and on an arm's length
basis. Statements of transactions with related parties are periodically placed before the Audit Committee and are approved by the committee. Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appended herewith as Annexure III to the Board's Report.
The members can refer to policy on related party transaction on the website of the Company at https:// www.zimlab.in/investors/policies .
i) Annual Return:
The Annual Return of the Company as on 31st March, 2026, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.zimlab.in/investors/ annual-reports.
j) The state of Company's affairs:
This part has been covered under the Management Discussion & Analysis Report, which forms part of the Annual Report.
k) The amount proposed to be carried to reserve : NIL
l) The amount of dividend payment recommended : NIL
m) Material changes and commitments, if any, affecting the financial position of the company, which has occurred between the end of the financial year and the date of the report : NIL
n) Conservation of energy, technology absorption, foreign exchange earnings and outgo: -
A. Energy Conservation:
Zim remains committed to the continual improvement of energy performance and the conservation of energy across all its operations. A dedicated team actively works to ensure the efficient utilization of energy resources through systematic monitoring and control mechanisms. Energy consumption is closely tracked at both equipment and plant levels, with regular benchmarking exercises conducted to identify improvement opportunities.
Periodic energy gap assessments are carried out to evaluate current performance against defined standards, enabling the identification and implementation of targeted energy conservation projects. These initiatives are focused on optimizing operational efficiency, reducing energy intensity, and minimizing environmental impact.
The ongoing energy conservation measures are expected to significantly reduce carbon emissions and contribute to the organization's broader decarbonization goals, reinforcing its commitment to sustainable and responsible operations.
The steps taken or impact on conservation of energy are:
- To reduce energy losses, the company has replaced old chilled water pipelines with new, efficient pipelines, resulting in approximately 10% energy savings due to improved cooling efficiency.
- The company has upgraded from a 1500 KVA transformer to a 2500 KVA transformer, consolidating the electrical load onto a single transformer, thereby improving load management and reducing operational inefficiencies.
- A Zero Liquid Discharge (ZLD) plant with a capacity of 150 KLD has been installed, treating wastewater and generating an average of 100 KL/day of recycled water, which is utilized for utility purposes, reducing fresh water consumption.
- Optimization (atomization) of the recycled water distribution pipeline network has been carried out, minimizing water losses.
- Condensate recovery systems are implemented, and recovered hot water is reused as boiler feed, reducing fresh water usage and lowering boiler fuel consumption.
- Proper insulation and cladding have been installed on all chilled water pipelines to enhance cooling efficiency and minimize energy losses.
- Automation and interlocking of equipment to avoid idle running and ensure operation only when required.
- Implementation of a Testo Monitoring System for real-time tracking of area temperature and relative humidity, enabling data-driven decision-making and prompt corrective actions.
Steps taken by the Company for utilising alternate sources of energy
- As part of its commitment towards clean energy adoption, the Company has deployed electric E-kart for internal transport activities. This has led to a reduction in diesel/petrol consumption, minimized greenhouse gas emissions, and promoted eco-friendly mobility within the facility.
- Various initiatives are currently under evaluation to adopt sustainable and renewable energy solutions in operations.
- The capital investment on energy conservation equipment: NIL
B. Technology Absorption:
Efforts made towards technology absorption:
At ZIM Laboratories, we are committed to continuous innovation and the absorption of cutting-edge technologies to drive growth and enhance our product offerings. The following outlines our key efforts in this area:
- ZIM operates an independent R&D Centre, recognized by the Department of Scientific and Industrial Research (DSIR). Our R&D team specializes in developing differentiated generics, focusing on Pre- Formulation Intermediates (PFI) and Finished Formulations (FF) using proprietary, non- infringing technology platforms for oral solid dosage forms.
- We are dedicated to advancing drug delivery systems through innovations such as electrospun nanofiber technology for controlled drug delivery, tissue engineering, and wound healing.
- Our R&D efforts also focus on improving manufacturing processes, including exploration of Multi-layer film technology for oral solid dosage forms and pioneering 2D printing on Oral Thin Films (OTF) for flexible dosage forms.
- We have invested in proprietary, non- infringing technology platforms, such as Thinoral? technology, which enable the creation of unique and effective products without infringing on existing patents.
- To support our technology absorption efforts, ZIM has made significant investments in recruiting skilled and experienced personnel and integrating modern, state-of-the-art equipment, ensuring our R&D capabilities remain at the forefront of innovation.
- ZIM Laboratories Limited maintains a global footprint through subsidiaries in key markets including Europe, North America, Middle East, UAE, Australia, and India. , We have also established a Scientific Office in the UAE to facilitate registration, marketing of our Pharma and Nutraceutical products, and expansion of operations in the MENA region.
- Our subsidiaries and Scientific Office enable seamless transfer of knowledge,
practices, and innovative solutions across borders, leveraging local insights and ensuring alignment with specific regulatory requirements and market needs in each region.
- ZIM is in process of incorporating a subsidiary in Chile, LATAM for expansion of its Business.
Derived Benefits such as Product
Improvement, Cost Reduction, Product
Development or Import Substitution:
- In FY26, ZIM completed 14 NIP filings, 29 ODS filings, and 14 FF generic filings to various MOH across Pharmerging, and RoW markets.
- In FY26, ZIM received 5 NIP, 25 ODS and 4 FF Market Authorisations from MOH.
- In November 2024, ZIM's Scientific Office was established in the Middle East, complementing ongoing regulatory filings for innovative products through our Australian Subsidiary ZIMTAS Pty Ltd.
- ZIM's subsidiary ZIMTAS PTY LTD, received Marketing Authorisation for "Rizatriptan Benzoate Orally Disintegrating Strips" and "Tamsulosin Hydrochloride and Dutasteride Capsules" in Australia.
- ZIM has also collaborated with Globalpharma Co. (L.L.C.) to Commercialize Oral Thin Film Products in the GCC Region.
- ZIM has received Permission to manufacture and market FDC of Naproxen Delayed Release and Esomeprazole capsule (375mg/500mg + 20mg/ 20mg) received from the Central Drugs Standard Control Organisation (CDSCO) - Directorate General of Health Services.
- In line with the global expansion strategy, ZIM entered into strategic collaborations, including a partnership with a local UAE company to scale our Oral Thin Films (OTF) footprint across the GCC region.
- The R&D team comprises of 101 members, including 2 PhDs and 85 Postgraduates.
I n case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year) :
a. The details of technology imported : NIL
b. The year of import: N.A.
c. Whether the technology has been fully absorbed: N.A.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.
The expenditure incurred on Research and Development:
i) Revenue expenses : ' 1,994.08 Lakhs
ii) Capital expenses : ' 36.63 Lakhs
C. Foreign Exchange earnings and outgo :
i) Foreign exchange earned :
' 32,999 Lakhs
ii) Expenditure in foreign exchange :
' 6,128 Lakhs
o) Risk Management Policy :
p) Corporate Social Responsibility (CSR) :
The Corporate Social Responsibility policy approved by the Board at its meeting held on 19th September, 2025 is available on the website of the company at https://www. zimlab.in/investor-reports-policies .
The policy, inter alia, covers the following:
- Guiding principles for selection, implementation, and monitoring of CSR activities, as well as the formulation of the Annual Action Plan.
- Roles and Responsibilities of the CSR Committee & Board.
- CSR projects or programs that include focus areas such as Education, Sanitation, Healthcare, Women's Empowerment, and Environment Conservation.
- Approval Process for CSR Projects and Expenditure.
- Implementation and Monitoring of CSR Activities.
The Composition of Corporate Social Responsibility Committee during the Financial Year 2025-26 was as follows:
Dr. Kamlesh Shende
: Chairman
Mr. Padmakar Joshi
: Member
Mr. Niraj Dhadiwal
The Annual Report on CSR Activities is annexed as Annexure-I to the Board's Report.
q) Board Evaluation:
Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, an annual evaluation was carried out by the Board of its own performance as well as that of its committees and individual Directors. The evaluation was done by the Board after seeking input from all Directors, inter alia covering different aspects, viz., composition and structure of the Board, attendance, including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberation, and effectiveness of the procedures adopted by the Board.
In evaluating the performance of the individual directors, criteria such as qualification, knowledge, attendance at meetings and participation in long-term strategic planning, leadership qualities, responsibilities assumed, interpersonal relationships, and analytical decision-making abilities were taken into consideration. In compliance with regulation 17(10) of the listing regulations, the Board carried out performance evaluations of Independent Directors without the participation of the Directors being evaluated.
The Independent Directors evaluated the performance of the Chairman and Managing Director. The evaluation process has been explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee
r) Financial Highlights:
Standalone (' In Lakhs)
Consolidated (' In Lakhs)
FY 2026
FY 2025
37,048.15
37,563.55
37,440.01
37,903.10
1,138.99
562.09
1138.30
578.41
38,187.14
38,125.64
38,578.31
38,481.51
34,090.15
33,236.71
34,439.00
33,530.41
4,096.99
4,888.93
4,139.31
4,951.10
1,320.23
1,138.58
1,138.82
1,936.74
1,989.14
1,997.80
2,011.34
840.02
1,761.21
821.28
1,800.94
-
243.50
586.81
237.47
584.44
596.52
1,174.40
583.81
1,216.50
16,393.98
15,273.42
16,905.83
15,743.15
16,990.50
16,447.82
17,489.64
16,959.67
(9.82)
(53.84)
16,980.68
17,479.82
s) Change in nature of business, if any: nil
t) The details of Directors or Key Managerial Personnel who were appointed or have resigned:
Details of Directors appointed:
The Board of Directors on the recommendation of Nomination & Remuneration Committee, in its meeting held on 28th March, 2025 have reappointed Dr. Kamlesh Shende (DIN: 09537666) and appointed Mr. Ashok Bhatia (DIN: 02090239) as the Independent Director of the Company respectively for a period of three years commencing from 01st April, 2025 to 31st March, 2028 subject to approval of shareholders. The Shareholders in the annual General Meeting held on 27th June 2025 have passed the Special Resolution for their appointment / reappointment.
The Board of Directors on the recommendation of Nomination & Remuneration Committee, in its meeting held on 11th September, 2025 have reappointed Mr. Niraj Dhadiwal (DIN: 02007428) and Mr. Prakash Sapkal (DIN: 02007385) as Whole-Time Directors of the Company for a period of two years commencing from 01st October, 2025 to 30th September, 2027 subject to approval of shareholders. The Shareholders vide Postal Ballot dated 13th November, 2025 have passed the Special Resolution for their reappointment.
Details of Directors ceased: NIL
Details of Directors resigned during the year: NIL
Details of Key Managerial Personnel appointed
or resigned during the year: NIL
Details of Director Retiring by Rotation :
Mr. Zulfiquar Kamal, Whole-time Director (DIN: 01786763), who retires by rotation at the ensuing Annual General Meeting and, being willing and eligible, has offered himself for re-appointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice.
u) Statement regarding the opinion of the Board with regard to the integrity, expertise, and experience (including proficiency) of the Independent Directors appointed during the year:
In the Board's opinion, the Independent Director appointed during the year on the Board of the Company is a person of high repute and integrity who possess relevant expertise and experience in their respective fields.
v) Name of Companies which have become subsidiaries or ceased to be its Subsidiaries, joint ventures or associate companies, during the year:
The Company had one step-down subsidiary, ZIM Laboratories Limited Middle East DMCC, Dubai, which ceased its operations and accordingly dissolved on 23rd February, 2026.
The Board of Directors in their meeting held on 11th February, 2026 have considered and approved the Incorporation of Wholly owned subsidiary of the Company in Chile, LATAM region and the process of incorporation is under process.
w) Details relating to deposits covered under Chapter V of the Act: nil
x) The details of deposits that are not in compliance with the requirements of Chapter V of the Act are: The company has not accepted any deposits during the year.
y) The details of significant and material orders passed by the regulators, courts, or tribunals impacting the going concern status and the company's operations in the future: NIL
z) The details in respect of the adequacy of Internal Financial Controls with reference to the financial statements:
The details of Internal Financial Controls are separately covered under the Management Discussion & Analysis
Report which forms part of the Annual Report.
aa) Disclosure under Section 148(1) of the Companies Act, 2013:
The Company has maintained proper books of accounts as required pursuant to the Rules made by the Central Government for the maintenance of Cost records under sub-section (1) of section 148 of the Act in respect of Company's products.
ab) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.
The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013.
The company has complied with provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.
The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, and trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:
No. of complaints filed : 1
No. of complaints disposed off : 1
Number of complaints pending for more than ninety days : NIL
Number of Complaints pending as on the end of the year : NIL
ac) 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: Not Applicable.
ad) Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:
Not Applicable.
ae) Details of the Employee Stock Option Scheme as of 31st March, 2026:
The ZIM Laboratories Employee Stock Option Scheme 2023, approved by the shareholders, is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). The disclosure required under the SEBI SBEB Regulations and a certificate from the Secretarial Auditors, confirming implementation of the Plan in accordance with SEBI SBEB Regulations has been hosted on the website of the Company at https://www. zimlab.in/investor-reports-general-meetinq .
The Company has obtained Shareholders' approval on 28th January, 2024 through a Postal Ballot for the 'ZIM Laboratories Employee Stock Option Scheme 2023' and the Approval of the grant of employee stock options to the eligible employees of the subsidiary company(ies) under the 'ZIM Laboratories Employee Stock Option Scheme 2023'. During the previous year, 6,87,257 options were granted to the eligible employees under the Scheme. During the current financial year 10,000 options were exercised by the eligible employees under the Scheme.
af) Report on the performance and financial position of subsidiaries, viz.:
1. ZIM Laboratories FZE, Sharjah
2. ZIM Health Technologies Limited, India
3. ZIM Thinorals Private Limited, India
4. SIA ZIM Laboratories Limited, Latvia
5. ZIMTAS PTY LTD, Australia
6. ZIM Laboratories Middle East DMCC, UAE, Step Down Subsidiary
7. ZIM SCIENTIFIC OFFICE L.L.C, Dubai, Step Down Subsidiary
In compliance with the first proviso to Section 1 29(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance, and financial position of each subsidiary is given in Form AOC-I as Annexure VI.
The consolidated financial statements presented in this Annual Report includes financial results of the subsidiary companies. Copies of the financial statements of the subsidiary companies will be available on the Company's website www.zimlab.in
ag) In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review is annexed as Annexure IV to this report.
ah) The Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed as Annexure II to this report.ai)
ai) Particulars of Employees and Related Disclosures:
The statement containing particulars in terms of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and is annexed as Annexure V.
Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in Rules 5(2) and 5(3) of the aforesaid rules forms part of this report. However, in terms of the first provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof such members may write to the Company Secretary, whereupon a copy would be sent.
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(aj) Compliance of Applicable Secretarial Standards:
The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.
(ak) Compliance of the Provisions relating to The Maternity Benefit Act, 1961:
The Company is in compliance with all applicable provisions of the Maternity Benefit Act, 1961.
(al) Acknowledgements
We take this opportunity to thank our employees for their dedicated service and contribution to the Company. We also thank our Bankers, business associates, and other stakeholders for their continued support to the Company.
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