Indoco Remedies Ltd

Dear Members,

Your Directors are pleased to present the Company's Seventy Seventh Annual Report on the business and operations of Indoco Remedies Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

The highlights of the performance of the Company for the year ended March 31, 2024 is summarized below:

(in Rs crore, except per equity share data)

On Standalone Basis

Your Company ended the year with a growth of 7.6% as compared to previous year. While the International business saw a growth of 1.3% over the previous year, Domestic business saw a growth of 6.0% over the previous year. The Total Income stood at Rs 1,799.32 crores in FY24 as compared to Rs 1,669.02 crores in FY23. The Profit Before Tax (PBT) stood at Rs 153.24 crores in FY24 as compared to Rs 191.59 crores in FY23. The Net Profit after Tax (Before OCI) stood at Rs 116.66 crores in FY24 as compared to Rs 141.36 crores in FY23.

On Consolidated Basis

The Total Income stood at Rs 1,827.14 crores in FY24 as compared to Rs 1,670.95 crores in FY23. The Profit Before Tax (PBT) stood at Rs 135.80 crores in FY24 as compared to Rs 192.80 crores in FY23. The Net Profit after Tax (Before OCI) stood at Rs 97.01 crores in FY24 as compared to Rs 142.25 crores in FY23.

The financial performance and the results of operations, including major developments have been discussed in detail in the Management Discussion and Analysis report.

ACQUISITION

The Board of Directors in its meeting held on June 05, 2023 approved the acquisition of 85% equity stake in FPP Holding Company, LLC ("FPP Holding"), a company registered in Delaware, USA for USD 4 Million from Contract Pharmacal Corp, which is one of the oldest and largest leaders in the vitamin and pharmaceutical industry. Consequently the Company executed Equity Purchase Agreement on June 05, 2023 for the said Acquisition. FPP Holding is the 100% holding company of Florida Pharmaceutical Products, LLC ("FPP"), a company incorporated in Florida. FPP Holding and FPP is engaged in the business of distribution and marketing of the generic pharmaceutical products in USA.

This strategic investment marks a significant milestone for the Company, solidifying its position as a key player in the US market. The smart synergy between Indoco and FPP will enable the Company to commercialize its registered generic products with a direct presence in the USA.

WARREN REMEDIES PRIVATE LIMITED

Warren Remedies Private Limited, a wholly owned subsidiary of the Company commenced construction activity in September 2022 and in a record of 15 months commenced commercial production in both Toothpaste and API Blocks. The Toothpaste Block commenced commercial production from February 20,

2024 and the API intermediary production commenced from March 19, 2024. Warren Remedies Private Limited has entered into the B2C market and is confident of making inroads in the Toothpaste market.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is provided in a separate section and forms part of this Report.

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31,2024 have been prepared in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

Based on the Company's performance, the Board of Directors recommend a dividend of Rs 1.50 per equity share of Rs 2/- each (75%) for the financial year 2023-2024.

The dividend on equity shares is subject to the approval of the members at the Seventy-Seventh Annual General Meeting ("AGM") scheduled to be held on Thursday, September 26, 2024.

Dividend for the financial year 2022-2023 was Rs 2.25 per equity share (112.50%).

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 20, 2024 to Thursday, September 26, 2024 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2024.

According to Regulation 43A of the SEBI Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on March 31 of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web link shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company which is based on the need to balance the twin objectives of appropriately rewarding its shareholders with dividend and of conserving resources to meet its future needs, can be accessed using the following link: https://www.indoco.com/policies/IRL_dividend_distribution_policy.pdf.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

The Nomination and Remuneration Committee in its meeting held on March 29, 2024 has issued and allotted 31,850 Equity Shares to the Indoco Employees Welfare Trust under Indoco Remedies Limited Employee Stock Option Plan - 2022.

Further to the above allotment, the paid-up share capital of the Company has increased from Rs 18,43,00,710 (consisting of 9,21,50,355 equity shares of face value of Rs 2 each) as on March 31,2023 to Rs 18,43,64,410 (consisting of 9,21,82,205 equity shares of face value of Rs 2 each) as on March 31,2024.

During the year under review, there is no change in Authorized Share Capital of the Company, which is Rs 25,00,00,000 (Rupees Twenty Five Crores only) divided into 12,50,00,000 ( Rupees Twelve Crores and Fifty Lakhs only) Equity Shares of Rs 2/- each.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31, 2024, the Company has 5 Subsidiary Companies.

> Xtend Industrial Designers and Engineers Private Limited

> Warren Remedies Private Limited

> Indoco Remedies Czech S.R.O.

> Indoco Remedies UK Limited

> FPP Holding Company, LLC

As on March 31, 2024, the Company has 2 Associate Companies.

> Jalansar Wind Energy Private Limited*

> Kanakal Wind Energy Private Limited*

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 as amended from time to time, the names of the companies which have become and ceased to be associates/subsidiary/joint venture companies during the year are provided below:-

* Jalansar Wind Energy Private Limited and Kanakal Wind Energy Private Limited which are associates as per the Companies Act, 2013 ("Act") have not been classified as an associate as per IND AS and hence they are not considered for Consolidation.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the Company's subsidiaries and associates in the prescribed format AOC-1 is appended as "Annexure A" to this Board's report.

The highlights of performance of the subsidiaries and their contribution to the overall performance of the Company during the financial year under review is given under Note No. 46 to the Consolidated Financial Statements forming part of the Annual Report.

Further, pursuant to Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company - www.indoco.com. Any person desirous of obtaining the said Financial Statements may write to compliance.officer@indoco.com. There have been no material changes in the nature of the business of the subsidiaries and associates during the financial year 2023-2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Sundeep V Bambolkar (DIN: 00176613)

In terms of provisions of the Section 152(6) of the Act and the Articles of Association of the Company,

Mr. Sundeep V Bambolkar (DIN: 00176613), Jt. Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment.

Suresh G Kare (DIN: 00179220)

The Board of Directors of the Company at its meeting held on May 23, 2023, on the recommendation of the Nomination and Remuneration Committee, has approved the re-appointment of Mr. Suresh G Kare as the Chairman of the Company in the capacity of Non-Executive and Non-Independent Director effective from July 01,2023, subject to the approval of shareholders of the Company by way of Postal Ballot Notice dated May 23, 2023. The Shareholders of the Company, passed a special resolution, on June 2 5, 2023 as set out in the postal ballot notice dated May 23, 2023 (result of which was declared on June 27, 2023), pursuant to Regulation 17(1A) and 17(1C) of SEBI Listing Regulations, for re-appointment of Mr. Suresh G Kare as the Chairman of the Company in the capacity of Non-Executive Non-Independent Director w.e.f. July 01, 2023.

Divakar M Gavaskar (DIN: 00157378)

Mr. Divakar M Gavaskar has ceased to be an Independent Director of the Company w.e.f. March 31,2024 due to the completion of two (2) consecutive terms of five (5) years each.

The Board places on record its sincere appreciation for his valuable guidance and contribution to the Company.

Rajiv P Kakodkar (DIN: 01519590)

Mr. Rajiv P Kakodkar has ceased to be an Independent Director of the Company w.e.f. March 31, 2024 due to the completion of two (2) consecutive terms of five (5) years each.

The Board places on record its sincere appreciation for his valuable guidance and contribution to the Company.

Ajay Mulgaokar (DIN: 10457626)

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on January 23, 2024, appointed Mr. Ajay Mulgaokar as an Additional Director designated as Independent Director for a period of five consecutive years effective from April 01,2024 to March 31, 2029 subject to the approval of the shareholders. The Board is of the opinion that Mr. Ajay Mulgaokar is a person of integrity, expertise, competent experience and proficiency to serve the Company as an Independent Director that can strengthen the overall composition of the Board.

Satish Shenoy (DIN: 00230711)

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on January 23, 2024, appointed Mr. Satish Shenoy as an Additional Director designated as Independent Director for a period of five consecutive years effective from April 01, 2024 to March 31, 2029 subject to the approval of the shareholders. The Board is of the opinion that Mr. Satish Shenoy is a person of integrity, expertise, competent experience and proficiency to serve the Company as an Independent Director that can strengthen the overall composition of the Board.

DIRECTORSRs RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to DirectorsRs Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same;

b. the 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. the 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;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the 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

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board of Directors met six (6) times during the financial year 2023-24 on May 23, 2023, June 05, 2023,

July 2 5, 2023, October 19, 2023, January 23, 2024 and March 29, 2024. The particulars of attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

Board & Committees of the Board

As on March 31, 2024, the Board had 6 (Six) Committees viz: Audit Committee, Nomination and Remuneration Committee, StakeholdersRs Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Executive Directors. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

The Board of Directors of your Company in its meeting held on May 23, 2023 reconstituted Committee of Executive Directors w.e.f. July 01, 2023 due to cessation of Mr. Suresh G Kare (DIN: 00179220) as an Executive Director of the Company at the closure of business hours on June 30, 2023.

The Board of Directors of your Company in its meeting held on January 23, 2024 reconstituted Audit Committee, Nomination and Remuneration Committee, StakeholdersRs Relationship Committee and Risk Management Committee w.e.f. April 01, 2024 due to cessation of Mr. Divakar M Gavaskar (DIN: 00157378) and Mr. Rajiv P Kakodkar (DIN: 01 519590), as an Independent Directors of the Company at the closure of business hours on March 31, 2024 and induction of Mr. Ajay Mulgaokar (DIN: 10457626) and Mr. Satish Shenoy (DIN: 00230711) as Independent Directors of the Company w.e.f. April 01, 2024.

Evaluation of Performance of the Board, its Committees and Individual Directors

During the year, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act, relevant rules, and the Corporate Governance requirements as prescribed under Regulation 17 of SEBI Listing Regulations and based on the circular issued by SEBI dated January 05, 201 7 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its Committees and individual Directors as per the SEBI Guidance Note on Board Evaluation.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment. The Independent Directors were additionally evaluated on the basis of independence, independent views, judgement etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members.

The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Board also assessed the fulfilment of the independence criteria as specified in SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the Committee, independence of the Committee from the Board, contribution to decisions of the Board, etc.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 (1) (b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Statement of Board of Directors

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI 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 conducted are available on the website of the Company at www.indoco.com and can be accessed through the web link: https://www. indoco.com/policies/Familiarization_programme_for_independent_directors.pdf.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Policy is intended to achieve the following objectives:

1. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

2. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

3. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

4. Remuneration to directors, key managerial personnel and senior management involves 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 Nomination and Remuneration Policy of the Company on DirectorsRs appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website, at https://www.indoco.com/policies/Nomination_and_Remuneration_Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 B" to this Board's Report. Further, the information pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Registered office of the Company during business hours and pursuant to the second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/ Compliance Officer either at the Registered Office address or by email to compliance.officer@indoco.com.

EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS

The Company has adopted and implemented the Indoco Remedies Limited Employee Stock Option Plan - 2022 ("Plan") pursuant to the approval of its shareholders at the 75^th Annual General Meeting held on September 22, 2022, with an objective of enabling the Company to attract and retain talented employees by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect in their efforts in building the growth and the profitability of the Company. The Plan is implemented through the Indoco Employees Welfare Trust which will acquire the shares of the Company by way of fresh allotment from the Company and will follow the cash mechanism. The Plan is administered by the Nomination and Remuneration Committee of the Company which is designated as Compensation Committee in pursuance of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the purpose of administration and implementation of the Plan. The maximum number of shares under the Plan shall not exceed 13,82,256 equity shares.

The Nomination and Remuneration Committee in its meeting held on March 29, 2024, has granted 90,000 Employee Stock Options ("Options") and 13,000 Restricted Stock Units ("RSUs") to the eligible employees.

Further, the certificate required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 from the Secretarial Auditor of the Company that the Plan have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and as per the resolution passed by the members of the Company will be available at the ensuing AGM for inspection.

The necessary disclosure pursuant to section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the Plan of the Company is available on Company's website at https://www.indoco.com/esop-disclosure/esop-disclosure- FY_2023-2024.pdf.

CORPORATE POLICIES

The details of the various policies approved and adopted by the Board of Directors as required under the Act and various SEBI regulations are provided below. The policies are reviewed periodically by the Board and updated as needed. The Board at its meeting held on July 25, 2023 revised and adopted the "Policy for Determination of Materiality of Events".

Key policies that have been adopted are as follows:

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held

are detailed in the Corporate Governance Report, forming part of this Annual Report. The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link: https://www.indoco.com/policies/Corporate_Social_Responsibility_Policy.pdf

The amount remaining unspent under Section 135(5) of the Act pursuant to ongoing project undertaken by your Company, has been transferred to Unspent Corporate Social Responsibility Account in accordance with Section 135(6) of the Act and such amount shall be spent by your Company in pursuance of its obligation within the approved timelines.

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in "Annexure C" to this Board's Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a Whistle Blower & Vigil Mechanism Policy. Further details on vigil mechanism of the Company are provided in the Corporate Governance Report, forming part of this Report.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size of its operations. The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company's Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee which reviews key risk elements of the Company's business, finance, operations and compliance. The Risk Management Committee also assesses the adequacy of mitigation plans to address such risks. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company.

Risk Management Committee has formulated and implemented Risk Management Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy can be accessed on the Company's website at https://www.indoco.com/policies/Risk_Management_Policy.pdf

AUDITORS Statutory Auditor

Pursuant to Section 139 of the Act, rules made there under, the Board of Directors on the recommendation of the Audit Committee re-appointed M/s Gokhale & Sathe, a Firm of Chartered Accountants, (Firm Registration No. 103264W), as the Statutory Auditors of the Company for the further period of five financial years from the conclusion of 75^th Annual General Meeting till the conclusion of the 80^th Annual General Meeting of the Company to be held in the year 2027. Further the shareholdersRs approval has been accorded in the 75^th AGM held on September 22, 2022.

Statutory Audit Report

During the financial year 2023-2024 no fraud has occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditor's Report for the financial year ended March 31, 2024, does not contain any qualifications, reservations, adverse remarks or disclaimers and has been issued with an unmodified opinion, by the Statutory Auditors.

Secretarial Auditor

In terms of Section 204 of the Act, the Board of Directors has re-appointed CS Ajit Sathe- Proprietor of M/s A. Y. Sathe & Co. Company Secretaries in Practice (FCS 2899/COP 738) to undertake the Secretarial Audit of the Company for the financial year 2024-2025.

Secretarial Audit Report

The Secretarial Audit was carried out by M/s A. Y. Sathe & Co., Company Secretaries in Practice (FCS 2899/COP 738) for the financial year 2023-2024. The Report given by the Secretarial Auditor is annexed as "Annexure D" and forms an integral part of this Board's Report. During the year under review, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There has been no qualification, reservation or adverse remark or disclaimer in their Secretarial Audit Report.

Cost Auditor

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company.

The Board has re-appointed M/s Joshi Apte and Associates, Cost Accountants, (Firm's Registration No. 00240) as Cost Auditor of the Company for conducting Cost Audit of your Company for the financial year 2024-2025 at a remuneration of Rs 1,80,000/- per annum. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s Joshi Apte and Associates, Cost Auditors for financial year 2024-2025 is included at Item No. 4 of the Notice convening the Annual General Meeting.

LOANS, GUARANTEES & INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with the related parties were on an arm's length basis.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company.

All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. Prior approval of the Audit

Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Act, in the prescribed form AOC-2, is provided as "Annexure E" to this Board's Report.

The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 54 to the Standalone Audited Financial Statement of Company forming part of this Annual Report.

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 F" to this Board's Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from time to time. 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 at https://www.indoco.com/inv-extract-of- annual-return.asp.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and SEBI Master circular no. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 1 1, 2023 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/ CIR/2023/122 dated July 12, 2023, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle. The BRSR is provided in a separate section and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance, which forms part of this Annual Report.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as "Deposits" in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

OTHER DISCLOSURES

• During the year under review, your Company has not issued shares with differential voting rights and sweat equity shares.

• During the year under review, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

• During the year under review, there was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statementsRs within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, employees, business partners, Company's bankers, medical professionals and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.