Zydus Lifesciences Limited board of directors has formally reviewed and commented on penalties levied by BSE and NSE for technical non-compliance with board meeting intimation requirements under SEBI regulations.

Penalty Details and Background

Both BSE and NSE imposed penalties of ₹11,800 each (including GST) on the company through notices dated December 15, 2025. The penalties were levied for technical non-compliance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The non-compliance related to insufficient prior intimation for a board meeting held on November 6, 2025, which was convened to consider a fund-raising exercise. Under Regulation 29, companies must provide at least two working days' advance notice to exchanges, excluding both the intimation date and meeting date.

Timeline and Compliance Issue

Zydus Lifesciences had provided meeting intimation to both exchanges on November 3, 2025. However, a discrepancy arose regarding the interpretation of working days due to different holiday calendars.

The company considered November 5, 2025, as a working day based on the RBI holiday list for Ahmedabad, where its registered office is located. However, the exchanges treated it as a holiday due to the trading holiday in Mumbai on account of Prakash Gurpurb Sri Guru Nanak Dev.

Board's Response and Analysis

At the board meeting held on February 9, 2026, directors reviewed the notices dated December 15, 2025, and the company's replies dated December 29, 2025. The board made several key observations:

• The technical non-compliance was inadvertent, resulting from different interpretations of holiday calendars between Ahmedabad and Mumbai
• The company acted in good faith with no intention to deviate from regulatory requirements
• Legal counsel's interpretation contributed to the technical error
• The company maintains a robust compliance framework

Penalty Payment and Compliance Measures

The company has paid both penalties within the prescribed timeline as specified in the exchange notices. The board confirmed that replies were submitted to both exchanges on December 29, 2025, acknowledging the penalty payments.

Key compliance actions taken include:

• Payment of ₹11,800 to BSE within prescribed timeline
• Payment of ₹11,800 to NSE within prescribed timeline
• Formal acknowledgment to both exchanges
• Implementation of strengthened processes to prevent future technical non-compliances

Corporate Governance Commitment

The board emphasized that the company has consistently endeavored to comply with applicable rules and regulations in their true letter and spirit. Despite this inadvertent technical error, Zydus Lifesciences has undertaken necessary steps to strengthen its compliance processes.

The board reaffirmed its commitment to strong governance and regulatory adherence, ensuring that such technical discrepancies are avoided in future through enhanced process controls and clearer interpretation guidelines for holiday calendars across different locations.

Zydus Lifesciences Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, demonstrating strong operational performance across its pharmaceutical and consumer products segments. The Board of Directors approved these results on February 9, 2026, following thorough review and recommendation by the Audit Committee.

Consolidated Financial Performance

The company's consolidated operations showed robust growth during Q3FY26. Total revenue from operations reached ₹68,645 million, comprising ₹67,804 million from sale of products and ₹841 million from other operating revenues. The consolidated net profit stood at ₹10,229 million for the quarter.

For the nine months ended December 31, 2025, consolidated revenue from operations totaled ₹195,614 million with net profit of ₹34,911 million, compared to ₹167,136 million revenue and ₹33,517 million net profit in the corresponding period of the previous year.

Standalone Financial Results

The standalone operations also demonstrated solid performance during the quarter. Revenue from operations was ₹22,836 million, consisting of ₹22,072 million from sale of products and ₹764 million from other operating revenues. Net profit for the standalone entity reached ₹2,965 million.

Segment-wise Performance

The company operates through two primary segments - Pharmaceuticals and Consumer Products. During Q3FY26, the Pharmaceuticals segment generated revenue of ₹59,003 million with segment results of ₹14,738 million. The Consumer Products segment contributed ₹9,642 million in revenue, though it reported a segment loss of ₹355 million.

Exceptional Items Impact

The quarter's results were affected by exceptional items totaling ₹849 million, primarily attributed to the one-time impact of New Labour Codes. Effective November 21, 2025, the Government of India consolidated 29 existing labour legislations into a unified framework comprising four Labour Codes. This resulted in a one-time increase in gratuity and leave encashment liability of ₹849 million, mainly due to changes in the definition of "wages" for employees and contract labours.

Recent Strategic Acquisitions

The results include operations from recent strategic acquisitions that strengthen the company's global footprint. The operations of Amplitude Surgical SA, France, are included effective from July 29, 2025, following the completion of the acquisition. Additionally, Comfort Click Limited operations are incorporated from August 29, 2025, after successful completion of the acquisition by Alidac UK Limited, a wholly-owned subsidiary.

Corporate Governance and Compliance

The financial results were prepared in accordance with Indian Accounting Standards (Ind AS) and comply with Regulation 33 of SEBI Listing Regulations. Deloitte Haskins & Sells LLP, the company's statutory auditors, conducted limited reviews of both standalone and consolidated financial results. The trading window for Directors and Designated Persons remained closed until February 11, 2026, and reopened on February 12, 2026, in compliance with insider trading regulations.