<dhhead>Director’s Report</dhhead>

Dear Members,

Your Directors take pleasure in presenting the 85th Annual Report together with the Audited Accounts of FDC Limited ("the Company/your Company") for the year ended March 31, 2025 ("the Year").

1. FINANCIAL RESULTS 3

(Rs. in lakhs)

2. COMPANY’S PERFORMANCE

On a consolidated basis, your Company achieved a total income of H 2,19,878.12 Lakhs for FY 2024-25 as against total income of H 2,04,457.53 Lakhs in the previous year.

Your Company reported a net profit of H 26,678.81 Lakhs for FY 2024-25 against a net profit of H 30,505.87 Lakhs for the previous financial year.

On a standalone basis, your Company achieved a total income of H 2,17,563.03 Lakhs for FY 2024-25 as against total income of H 2,01,940.32 Lakhs in the previous year.

Your Company reported a net profit of H 27,362.60 Lakhs for FY 2024-25 against a net profit of H 30,716.30 Lakhs for the previous financial year.

3. TRANSFER TO RESERVES

During the year, the Company had transferred the amount of H NIL from Retained Earnings to General Reserves.

4. CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in nature of business of the Company.

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2025 is as follows:

6. DIVIDEND

The Board of Directors at its meeting held on November 6, 2024 declared an interim dividend of H 5/- (500%) per equity share on 16,28,10,084 paid-up equity shares having face value of H 1/- each for the FY 2024-25 absorbing sum of H 81,40,50,420/- (Rupees Eighty One Crores Forty Lakhs

Fifty Thousand Four Hundred and Twenty Only). The dividend was paid to the shareholders on November 28, 2024. The said interim dividend has been confirmed by the Board of Directors as final dividend for the financial year ended March 31, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company’s website at https://www.fdcindia.com/view-pdf. php?pdf=pdf/policies/DIVIDEND_DISTRIBUTION_POLICY_ OF_FDC_LIMITED.pdf

In CY 2024, the global economy demonstrated resilience, registering a GDP expansion of 3.3%, despite navigating macro headwinds such as ongoing geopolitical tensions, steep inflation for a predominant part of the year, re-alignment of supply chains, shifting trade patterns and alterations in monetary policies. Therefore, the growth for advanced economies was valued at 1.8%, while Emerging Markets and Developing Economies (EMDEs) registered a 4.3% elevation.

In response to recent developments, the World Economic Forum has projected a 2.8% decline in CY 2025 and 3.0% in CY 2026. Advanced economies are anticipated to undergo a slowdown, forecasting a 1.4% growth in CY 2025, with the US decelerating to 1.8% due to heightened policy uncertainty. The Euro Area is poised for a 0.8% growth, with EMDEs witnessing a decline to 3.7% in CY 2025, sustaining an estimated 3.9% into CY 2026, thereby, particularly impacting nations affected by recent trade constraints.

Global inflation is predicted to decline, at a gradual pace than previously anticipated, along with downside risks such as trade tensions and volatile financial markets. Global headline inflation is expected to slacken, registering an estimated 4.3% in CY 2025, with 3.6% in CY 2026, alongside advanced economies facing marginal upward revisions and emerging markets undergoing modest downward adjustments. The outlook remains uncertain, due to significant downside risks, including ongoing trade conflicts, resulting in asset repricing and shifting capital flows, in debt-laden nations. Consequently, these factors will likely pose threats to the international monetary system, potentially leading to social unrest due to the rising living costs. To mitigate instability, countries aim to foster a predictable trading environment, pursue debt restructuring, collaboratively tackling challenges to readjust the relationship between growth and inflation, thereby, bolstering economic buffers. Central banks are expected to enhance their monetary policies, ensuring the pricing and financial stability.

However, the growth outlook in India remains relatively stable. The IMF projects steady expansion for the Indian economy, supported by firm private consumption, particularly in rural areas. In a global environment marked by uncertainty and subdued growth, India’s resilience stands out, reinforcing its vital role as a key driver of global economic activity.

India has emerged as the world’s fourth-largest economy, with per capita income doubling since 2014, a testament to its sustained economic progress. Despite global headwinds, the way forward remains optimistic, due to ongoing domestic and foreign investments, robust manufacturing growth and improvement in trade and financial services.

Additionally, India continues to hold its position as the fastest-growing major economy in the world, recording a growth rate of 6.5% in FY 2024-25, supported by substantial investment and public consumption. The fundamental growth drivers remain robust, driven by heightened public consumption, investment and service exports. Consumer Price Index (CPI) inflation has registered few fluctuations, with the Reserve Bank of India (RBI) maintaining a balanced policy approach, monitoring inflation, while bolstering economic growth.

Initially, government capital expenditure underwent a setback due to election-related restrictions but registered a recovery in the following quarters. To support growth and augment liquidity in the economy, the Monetary Policy Committee (MPC) introduced repo rate cuts by 100bps to 5.5% including the 50bps rate cut in June, 2025.

India'seconomicoutlookremainspositive,withsurgingconsumer demand, improved investment activity and supportive policy frameworks. The reciprocal tariff regime announced by the US, coupled with retaliatory tariffs from China and other countries will potentially dampen global trade and output, resulting in a decline in global growth. However, India meticulously monitors international tariff landscape, developing a measured response by focusing on a comprehensive trade deal with the US, rather than imposing retaliatory tariffs. India has therefore, initiated a Terms of Reference (TOR) agreement for bilateral trade. The RBI's recent monetary policy review, with the reduction in the repo rate and a shift to an accommodative stance, aims to sustain domestic growth amidst decreasing CPI inflation.

Despite global uncertainties and downward revisions in growth forecasts for other large economies, India is set for leading the global economic growth. With reforms in infrastructure, innovation and financial inclusion, India strengthens its position as a key driver of global economic activity and cements its significance in shaping the global economic future.

(Source: MoSPI )

The global pharmaceutical market is projected to grow from US$ 1,772.65 billion in CY 2025 to US$ 3,033.21 billion by 2034, with the US pioneering in revenue. Key trends of the industry being the rising need for oncology drugs, the influence of new treatments, biosimilars in developed markets and escalated growth in pharmerging countries. Moreover, data and Artificial Intelligence (AI) play a pivotal role in driving pharmaceutical innovation.

The growing prevalence of chronic conditions such as cancer, diabetes and neurological disorders, combined with increased efforts of pharmaceutical companies in innovative therapies, is expected to drive demand in the pharmaceutical market. Additionally, the expanding geriatric population—more susceptible to age-related illnesses—alongside rising healthcare expenditure in emerging economies, further bolsters market growth.

The overall impact of the COVID-19 pandemic on the global pharmaceutical market was positive, with surging demand for drugs and vaccines—both for COVID-19 and for other chronic conditions. Manufacturers responded with significant approaches to overcome supply chain disruptions, expand drug accessibility and bolster sales, which led to heightened revenues during the pandemic period.

The pharmaceuticals market is transforming significantly, particularly in the aftermath of the COVID-19 pandemic. A primary driver of this change being the growing importance of digitalisation and the integration of AI in Research and Development (R&D) processes—including clinical trials, drug discovery and development. Consequently, pharmaceutical companies give sharper focus to implementing AI-driven solutions for enhancing efficiency, expediting timelines and improving outcomes across their operations.

The decentralisation of clinical trials and escalating automation in procedures are driving pharmaceutical companies to enhance their R&D investments and activities for emerging drugs and therapies. Digital technologies play a crucial role in advancing drug development and precision medicine. A key market trend is the surging efforts among companies on elevating digital transformation, for enhanced innovation and efficiency.

The growing patient population worldwide and augmenting demand for treatments and drugs across various therapeutic areas, drive pharmaceutical companies to enhance their R&D efforts, expanding their current portfolios and pipeline products.

Heightened efforts of the governments to decrease pharmaceutical drug prices—aimed at enhancing affordability and accessibility—are imposing escalated demands on manufacturers to develop low-cost and highly effective drugs to remain competitive in a cut-throat market.

The limited domestic capacity of pharmaceutical companies in the US and other developed nations to manufacture essential medical ingredients has led to the reliance on imports. This dependency induced a major supply chain vulnerability, further weakening during the COVID-19 pandemic, thereby, causing disruptions in production and transportation.

The development and launch of a novel drug, including a substantial R&D cost and other associated expenditure, is a primary challenge for pharmaceutical companies, specifically for emerging companies, owing to limited financial resources. Additionally, the loss of branded drug patents is an added factor that hinders the revenue growth of the major pharmaceutical companies.

(Source: Fortune Business Insights )

The Indian pharmaceutical industry has undergone significant transformation over the years, emerging as a globally competitive sector. India, therefore, now ranks third globally in pharmaceutical production by volume and 14th by value, thereby, contributing approximately 1.72% to the country’s GDP. Recognised for its cost-effective and high-quality generic medicines and vaccines, India plays a vital role in the global healthcare sector.

Pharmaceuticals are among the top 10 sectors that drive foreign investment in India. The country exports pharmaceutical products to over 200 countries, including highly regulated markets such as the US, Western Europe, Japan and Australia, underscoring its robust manufacturing capabilities and adherence to international quality standards.

Additionally,India’smedicaldevicessectorisgainingmomentum. In 2023, the market size of this sector was estimated at US$ 11 billion, comprising 1.5% of the global medical device market. The Government of India has set an ambitious milestone to scale this industry to US$ 50 billion by 2030.

Looking ahead, the pharmaceutical sector in India targets a market size of 11,08,380 crore (US$ 130 billion) by 2030, while the biotechnology sector aims for 25,57,800 crore (US$ 300 billion) by the same year, indicating robust growth and significant opportunities for innovation and investment.

(Source: Department of Pharmaceuticals, Make in India, Invest India)

According to the IQVIA Secondary Sales Audit dated March 25, in FY 2024-25, 3350 new brands were launched within the 12 months ending March 25, generating sales of 1226.4 crore.

Among the brands launched in last 12 months, Gastro. reported the highest value of 209.1 Cr from 403 brands, followed by Vitamins/Minerals/Nutrients with a sale of 163.1 Cr from 503 brands and Derma with a sale of 108.6 Cr from 421 brands.

Highest number of 678 brands were launched in the Anti-diabetic segment, closely followed by Cardiac, with 670 brands and Vitamin/Minerals/Nutrients with 503 brands.

(Source: IQVIA TSA Dataset Mar’25 MFR Report)

India’s pharmaceutical industry has evolved into a globally recognised sector, known for its strength in generic medicines and affordable vaccines. Currently, India ranks third globally in pharmaceutical production by volume, with exports reaching over 200 countries—most notably the U S.

In FY 24, India's drugs and pharmaceutical exports was valued at 2.43 lakh crore (US$ 27.82 billion) and in FY 25 (April January), exports reached 2.12 lakh crore (US$

24.26 billion).

India supplies approximately 20% of global generic drug exports.

The pharmaceutical sector is projected to grow significantly, with exports estimated at 30.76 lakh crore

(US$ 350 billion) by 2047, reflecting a 10–15x increase from current levels.

The Indian government aims to bolster the medical devices industry from US$ 11 billion to US$ 50 billion by 2030.

Despite global trade disruptions, Indian pharma exports maintained a robust performance in FY 2021-22 and FY 2022-23, following an exceptional year in FY 2020-21.

India's vaccine industry exhibited its innovation by developing a COVID-19 vaccine using indigenous technology in collaboration with institutions such as Indian Council of Medical Research (ICMR) and Non-invasive Ventilation (NIV), keeping pace with the advanced economies. Therefore, India has supplied 301 million vaccine doses to over 100 countries.

(Source: Department of Commerce India, Department of Pharmaceuticals, India Business News, Global Trade Atlas, KPMG US-India Dynamic June 2018, Pharmexcil)

The pharmaceutical industry in India plays a crucial role in the country’s foreign trade and presents substantial investment opportunities. Renowned for producing affordable and cost-effective generic medicines, India supplies pharmaceuticals to millions of people globally. It is home to a multitude of manufacturing facilities that comply with Good Manufacturing Practices (GMP) as prescribed by the World Health Organisation (WHO) and the United States Food and Drug Administration (USFDA).

India has consistently been in a leading position among pharmaceutical manufacturing nations. Over the next five years, medicine spending in India is projected to augment by 9–12%, thereby, positioning the country among the top 10 worldwide, in terms of pharmaceutical expenditure.

Future growth in domestic sales will depend significantly on the industry’s ability to align its product offerings with the rising demand for chronic therapies. These include treatments for cardiovascular diseases, diabetes, depression and cancer, all that are becoming prevalent.

The Indian government has implemented various initiatives to decrease healthcare costs and improve accessibility. Key measures include the National Health Protection Scheme (NHPS) aimed at providing universal healthcare, with programmes targeting the ageing population and the rise in chronic diseases. Additional measures such as launching pharmacies offering affordable generic medicines are expected to further support ndustry growth. i

Moreover, the expedited market entry of generic drugs continues to be a priority, providing a competitive edge to Indian pharmaceutical companies. Government focus on rural health programmes, life-saving medications and preventive vaccines is likely to generate more opportunities, thereby, strengthening the industry's foundation.

References: Consolidated FDI Policy, Press Information Bureau (PIB), Media Reports, Pharmaceuticals Export Promotion Council, AIOCD-AWACS, IQVIA, Union Budget 2023-24, Interim Budget 2024-25, Union Budget 2025-26.

The biotechnology and pharmaceutical sectors have demonstrated remarkable resilience and adaptability in response to the pandemic, consistently evolving to deliver improved health outcomes. These industries have driven innovation in vaccine technologies and treatment methods, alongside underlying research and development processes that support them.

The use of modern technologies to manufacture pharmaceuticals, enhance scientific methodologies and invent novel treatment approaches is rapidly gaining traction.

India is working towards developing a comprehensive policy framework that integrates intellectual property rights, technology commercialisation, government procurement, scientific research, education and skill enhancement. It further aims to improve businesses through regulatory reforms, with tax and financial incentives. These regulatory adjustments are expected to pave the way for heightened private sector investment in pharmaceutical R&D.

Forinnovationinthepharmaceuticalsector,throughCentres of Excellence, a new initiative to encourage pharmaceutical research and innovation is set to be implemented. The government supports businesses to invest on R&D in a few chosen priority fields. At the grassroots level, the government has announced construction of 157 nursing colleges in co-location with government medical colleges.

The government will further equip select ICMR labs with facilities to enable research collaborations between faculty from public and private medical colleges, including the private sector R&D teams.

In the Interim Budget 2024-25, the government earmarked

US$ 120 million ( 1,000 crore) for the promotion of bulk drug parks for FY 2024-25, a significant hike from the previous year. The total outlay for the development of the pharmaceutical industry for FY 2024-25 was further augmented to US$ 156.5 million ( 1,300 crore). The budget for the promotion of medical device parks was raised to

US$ 18 million ( 150 crore) for FY 2024-25.

The Department of Pharmaceuticals, in collaboration with the National Institute of Pharmaceutical Education and Research (NIPERs), launched several initiatives in 2023 aimed at enhancing R&D and innovation within India’s pharmaceutical and MedTech industries. These initiatives include:

1. National Policy on Research & Development and Innovation in Pharma-MediTech Sector

2. Scheme for Promotion of Research and Innovation in Pharma Sector (PRIP):

3. Human Resource Development in the Medical Devices Sector

The government is bolstering pharma and MedTech R&D under the 20.97 crore (US$ 82.5 million) PRIP scheme, establishing Centres of Excellence at NIPER and funding private-sector research on a milestone basis.

Note: NIPER - National Institute of Pharmaceutical Education and Research

Greenfield Projects: 100% FDI is permitted under the automatic route.

Brownfield Projects: Up to 100% FDI is permissible under the government route.

Robust demand growth

Significant cost advantages

Supportive policy framework

Drugs and Pharmaceuticals: 2,00,148 crore

(US$ 23.04 billion)

Hospitals and Diagnostic Centres: 97,208 crore

(US$ 11.19 billion)

Medical and Surgical Appliances: 32,403 crore

(US$ 3.73 billion)

(Source: Department of Industrial Policy and Promotion)

1. Launch of patented drugs

Following the implementation of product patents, several multinational companies are anticipated to launch patented drugs in India. Growth in the number of lifestyle diseases in India will bolster the sale of drugs in this segment, with High Court allowing the export of patent drugs, to foreign players in the Indian market.

2. Medical infrastructure

The presence of a skilled workforce, coupled with high managerial and technical competence, continues to drive private sector investment. Pharmaceutical companies have escalated their spending in the country, thereby, tapping into rural markets and improving infrastructure.

Promotion of Medical Device Parks: The objective of this initiative is to foster world-class infrastructure, thereby, positioning the Indian medical device industry as a global leader. As a key part of this effort, 27 greenfield bulk drug park projects and 13 greenfield manufacturing plants for medical devices have been inaugurated.

3. Scope in generics market

India has the 2nd highest numbers of US FDA approved plants outside the US and stands as the largest generic drugs provider globally. 20% of Global Exports in generic drugs are met by India, generating more than 60,000 generic drugs across 60 Therapeutic Categories.

4. Patent expiry

About 120 drugs are expected to go off-patent over the next 10 years, with expected worldwide revenue between US$ 80 to 250 billion.

5. OTC drugs

The Union Government of India, in 2022, took a significant step towards expanding access to healthcare by proposing an amendment to the Drugs and Cosmetics Rules to introduce Over-the-Counter (OTC) drugs. This initiative was intended to streamline the availability of certain common medicines without requiring a doctor’s prescription, aiming to make healthcare more accessible, thereby, decentralising care delivery.

Source: Make in India, News Articles

New business models are expected to penetrate Tier-II and Tier-III cities. Over 160,000 hospital beds are anticipated to be added annually, in the next decade. India’s generic drugs constitute 20% of global exports in terms of volume, reinforcing the country as the largest provider of generic medicines worldwide.

Rising levels of education are supporting acceptability of pharmaceuticals. Patients further exhibit enhanced propensity to self-medicate, thereby, strengthening the OTC market. Acceptance of biologics and preventive medicines are set to rise. There is a surge in medical tourism due to heightened patient inflow from other countries.

As of January 2024, the total number of Jan Aushadhi Kendras in India are 10,607. Prime Minister Mr. Narendra Modi during his speech in Independence Day 2023 mentioned the government’s milestones to augment the number of 'Jan Aushadhi Kendras' from 10,000 to 25,000. The Government, therefore, plans to provide free generic medicines to 50% of the population at an estimated cost of US$ 5.4 billion.

Patient pool is anticipated to escalate over 20% till 2030, primarily due to the rising population. Emerging diseases and lifestyle shifts are, thus, set to bolster demand.

(Source: ICRA Report on Indian Pharmaceutical Sector, Pharmaceutical Industry: Developments in India- Deloitte, McKinsey Pharma Report 2020)

Government initiatives to promote the pharmaceutical sector in India are as follows:

The budget proposes to allocate 5,268.72 crore (US$

602.90 million) for the Department of Pharmaceuticals

(DoP), approximately 28.8% higher than the 4,089.95 crore (US$ 468.01 million), according to the Budget Estimates (BE) for FY 2025-26.

The government earmarked 1,000 crore (US$ 120 million) for the promotion of bulk drug parks for FY 2024-25, a substantial increase as compared to the previous year.

The total outlay for the development of the pharmaceutical industry for FY 2024-25 was augmented to 1,300 crore

(US$ 156.5 million) while the budget for the promotion of medical device parks was raised to 150 crore

(US$ 18 million).

40 crore (US$ 4.1 million) was allocated for Assistance to Medical Device Clusters for Common Facilities (AMD-CF). The outlay for the Jan Aushadhi scheme, which aims to provide affordable generic medicines in India, surged to 284.5 crore (US$ 34 million) for FY 2024-25, from 110 crore (US$ 13 million) in the revised estimate for FY 2023-24.

A mission to eliminate sickle cell anaemia by 2047 will be launched. It would involve raising awareness, conducting a comprehensive screening of seven crore individuals in the impacted tribal regions between the ages of 0 to 40 by providing counselling through coordinated efforts.

The implementation of an initiative will facilitate innovation and pharmaceutical research, through the development of dedicated Centres of Excellence. The government encourages companies to strategically invest in R&D. At the grassroots level, the government has declared the establishment of 157 nursing colleges in co-location with government medical colleges.

The Union Cabinet, on April 26, 2023, approved the National Medical Devices Policy, 2023. The policy is anticipated to promote the structured growth of the medical device sector to address public health priorities by enhancing accessibility, affordability, quality through consistent innovation.

(Source : https://www.ibef.org/industry/pharmaceutical-india)

Additional three million beds will be required for India to achieve the target ratio of 3 beds per 1,000 people by FY 2024-25. Moreover, India aims to attain an optimal doctor to patient ratio of 1:800 by FY 2029-30.

The employment of 1.54 million doctors and 2.4 million nurses to address the escalating healthcare demand will be instrumental in generating 58,000 job opportunities in the healthcare sector by FY 2024-25.

The medical infrastructure expenditure is estimated to surpass US$ 500 billion by 2030.

The Interim Budget allocation for the financial year will bolster the healthcare infrastructure through the Pradhan Mantri Ayushman Bharat Health Infrastructure Mission

(PMABHIM) by augmenting from 2,100 crore (US$ 251 million) to 4,108 crore (US$ 492 million).

Source : www.ibef.org/News

The Indian medical devices sector underwent robust growth in the recent years and is projected to surge 4,34,350 crore

(US$ 50 billion) by FY 2030-31 propelled by the escalating demand for quality healthcare, technological advancements and favourable government policies. Start-ups in this sector have been instrumental in fostering innovation, thereby, improving accessibility and minimising costs.

Source : www.ibef.org/News

As a leading player in the Indian pharmaceutical industry, FDC Ltd specialises in developing advanced formulations. FDC is a market leader in terms of Oral Rehydration Solutions (ORS), energy drinks, antibiotics and ophthalmic therapy market. The Company prioritises R&D to enhance product affordability and efficiency across its categories. FDC’s maintains steady operation in the domestic market while expanding its international presence.

FDC ranked 23rd in the Indian Pharmaceutical Market (IPM), registering a growth of 13.16% with a market share of 1.09% and an industry growth rate of 8.03%. Three of the Company’s pillar brands, specifically Electral, Zifi and Enerzal are among the premier 300 brands with estimated turnovers of 562 crore, 352 crore and 234 crore respectively. FDC recorded a double digit growth of 24.8% in the GI segment. Additionally, Electral and Enerzal recorded a growth of 24.37%, 30.50%. In the dermatology sector Derma, Zocon, Cotaryl, Mycoderm, Mycoderm-C, Zocon Topical grew by 15.1%, 9.7%, 25.59%, 20%, 21.40% and 30.80% respectively. Gynaec achieved a 25.4% growth with Anti Diab expanding by 23.4%. Brands including Ziglim-M, Ziglim-MV and SITDC-M underwent a growth of 20.3%, 55.26% and 65.82% respectively. In terms of cardiac therapy the Amodep range augmented by 6%, while Amodep and Amodep-TM registered double digit growth rates of 13% and 17% respectively.

(Source : IQVIA Secondary Sales Audit March 2025)

The International Business Division of FDC Limited reported a revenue of 313.8 crores on consolidated level, reflecting a year-over-year (YoY) decline of 15.7% due to regulatory challenges in US Markets. The regulatory challenges have been addressed in later part of the year.

In 2024-25 the US market performance for FDC declined due to the delayed FDA approval of Nitrosamine Drug Substance-

Related Impurity (NDSRI) standards. It achieved 27 crore as against a budget of 77 crore. FDC intends to restore its market share in 2025-26.

Despite experiencing macro headwinds including escalating competition and steep price decline in the UK market, FDC International Limited registered a 14% growth by achieving 23.34 crore.

The Company’s South African subsidiary secured 24.94 crore, recording a growth of 53% over last year. The growth was driven by the promotion of the Company’s products.

Other major markets in Africa include Ethiopia, Tanzania and Zimbabwe.

FDC aims to enhance its competitiveness by bolstering its presence spanning markets in Australia, New Zealand, Malaysia, US, UK, South Asia, Ethiopia, Tanzania, Zimbabwe and Thailand.

The R&D formulations team at FDC Ltd prioritises the development of quality products at affordable prices within stipulated timelines. The team aims to manufacture superior quality pharmaceutical products for both domestic and global markets. The scientists are engaged in developing a diverse range of advanced products by harnessing innovative technologies and robust development strategies. The Company focuses on intensive drug care, considering different routes of administration such as oral, ophthalmic, topical and others. A supportive work environment and an efficient management impetus for the adoption of complex technologies enables product development to deliver consistent value.

The Company R&D infrastructure is equipped with best-in-class equipments such as high pressure homogeniser, high shear homogeniser, media mill, zeta sizer, viscometer etc. needed for a comprehensive range of ophthalmic product development. It functions with a multitude of granulators, mixers, mills, compression machines, fluidised bed processors and coating machines to enable simple and complex IR, DR, ER OSD product development.

The operations aim to address patient requirements by consistently developing specialised treatment products. The team has successfully integrated advanced, technology intensive laboratory products to the commercial level. A highly skilled and competent workforce with high academic credentials such as PhD and Mpharm, along with 20+ years of research experience, facilitates the development of high-quality products by ensuring operational efficiency.

Product development for FDC

External collaboration for product development

Product development at Contract Development and Manufacturing Organisation (CDMO)

Existing production process enhancement and cost optimisation

Alternate vendor identification for existing Active Pharmaceutical Ingredient (API) and excipients

Tech transfer from R&D to other CMO sites

Site transfer from Contract Manufacturing Organisation (CMO) to IH facilities or emerging CMO sites

CRO/CDMO/CMO product support activities for external partners

Providing technical support to all operations across manufacturing sites

A sustained product development pipeline streamlines the manufacture of specific products involving diverse complexities at development, expansion and execution stages, thereby ensuring a comprehensive product portfolio range .

Abbreviated New Drug Application (ANDA) Approval received for Cefixime tablet.

ANDA exhibit batches of Sitagliptin tablet are completed and expected filing is planned in FY25-26.

ANDA exhibit batches execution of Empagliflozin tablet is completed and filing is planned in FY 2025-26.

ANDA exhibit batches execution of Cefixime capsules is completed and filing is planned in FY 2025-26.

ANDA exhibit batches execution of Brimonidine and Timolol oph solution is completed and filing is planned in FY25-26.

Registration batches for Azithromycin tablets for ROW market are completed with expected filing by FY 2025-26.

The R&D centre located at Kandivali (Mumbai) is engaged in various activities such as process development of niche API’s, predominantly in concerning the f ophthalmic, antihypertensive, antifungal, antipsychotic, antihistaminic, bronchodilator and antibacterial, New Chemical entity (NCE) segments. It is also focusing on the development of inhalation COPD APIs, such as Arformoterol tartarate.

This R&D centre has been recognised by Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology by the Government of India. This centre has developed and demonstrated expertise in synthetic organic chemistry, strategic scale up and technical capabilities of multistep organic synthesis, supported by analytical development by harnessing diverse hyphenated instruments such as Liquid Chromatography-Mass Spectrometry (LCMS), Gas Chromatography-Mass Spectrometry (GCMS), X-ray Diffraction (XRD), High-Performance Liquid Chromatography (HPLC), Ultra-Performance Liquid Chromatography (UPLC) and Gas Chromatography (GC).

The work initiatives on life cycle management of existing drug substances focuses on cost effectiveness, backward integration while addressing regulatory requirements to attain accreditation from various drug regulatory authorities worldwide.

Additionally, the synthesis of peptide molecules for osteoporosis, anti-diabetic, weight loss and irritable bowel syndrome treatment, including decapeptide, semaglutide, tirzepatide, linaclotide, teriperatide are progressing rapidly. The collaboration with globally renowned academic and research institutions has bolstered development.

Highlights of the generic drug molecule production process development are:

Patent non-infringing and cost-effective processes

Usage of environment friendly production processes

Application of environment-friendly principles to reduce minimise aqueous effluents, gaseous emissions and hazardous chemical reagents.

Development of necessary polymorphs, particle size distribution and other physical quality attributes including bulk density and excipient compatibility.

Utilisation of classical chemistry to facilitate the development of chiral drugs for commercial scale.

Advanced state-of-the-art flash and preparative chromatography technique to enhance integrity and production output for commercial scale.

Synthesis of complex impurities and their characterisation, qualification etc.

Upgradation of Electronic Laboratory Notebook (ELN) software with 21 Code of Federal Regulations (CFR) compliance for recording daily experiments. Developing a state-of-the-art 21 CFR compliant R&D centre. Integration of laboratory instruments with ELN software to enhance data security.

Scale up and technology transmission to ensure chemical safety while safeguarding intellectual property through patent rights.

Life cycle management of existing products by prioritising green chemistry point, enhancing production output and minimising costs.

Publication of research achievements in international journals of repute such as Organic Process Research & Development (OPRD).

The Company has successfully completed the production of three Filgrastim batches as a part of process validation studies in our R & D Biotechnology facility approved by FDA/ CDSCO (Test Licence No : 201538805) for manufacturing of clinical grade material. Downstream processing and detailed characterization of the protein from these batches is currently in progress. These batches will be filled into prefilled syringes at a DCGI-approved facility for the finished dosage form. These batches are intended for use in both stability studies and clinical trials, marking a significant step toward our commercial objective. b. Third-generation thrombolytic project:

The Company had collaborated with a third party to develop a purification strategy for the reteplase molecule by utilising the Pichia strain. However, considering the process intricacies and the complexity involved, the commercial viability of this process and the molecule currently appears to be limited.

The Company is engaged in a dialogue with external parties for the development of high potential biotech candidates. c. Microbial testing lab:

The R&D Microbial Testing Laboratory (MTL) has commenced its experimental studies to evaluate the activity of TNF-18 and HY-27 NCE molecules against dermatophytes,withtheaimofpositioningthemaspotential therapeutic solutions for dermatological infections. Studies are also underway for carrying out initial Pharmacokinetics (PK) profiling of the formulated TNF-18 and HY-27 molecules with proven activity against candida strains. Based on the outcome, the respective formulated molecule(s) will then be taken for the in-vivo efficacy studies and the preclinical studies.

The R&D foods division of FDC Limited, specialises in the development of Nutraceutical products including sports drinks, infant milk substitutes, health supplements and functional foods. The diverse portfolio includes non-carbonated water-based beverages, protein Supplements, infant milk substitute and other innovative consumables catering to essential nutritional requirements while providing enhanced health benefits that align with the adoption of modern lifestyles.

The global dietary supplements market, valued at US$ 177.50 billion in 2023, is on a sustained growth trajectory with a projected CAGR of 9.1% from 2024 to 2030, predicted to surpass US$ 327 billion by 2030. This growth is being fuelled by the heightened consumer awareness concerning preventive healthcare, a rapidly aging population and the emergence of e-commerce platforms, which have expanded global access to personalised nutrition solutions.

A dynamic segment within this segment is sports nutrition, which involves a wide range of performance-enhancing beverages, powders and supplements. The demand for these products has escalated among athletes, fitness enthusiasts and health-conscious consumers seeking to improve stamina, muscle growth, endurance and overall well-being.

The Company’s dedicated R&D foods segment is engaged in the consistent development of cost-effective, scientific formulations to address the evolving consumer preferences in alignment with the latest health trends. The Company is committed to create safe, high-quality and accessible nutrition solutions for all age groups.

To reinforce its innovation strategy, the Company is expected to launch of AV-Uti and Vitcobin Multivitamin Syrup, two efficient formulations to aid daily health and wellness needs. These products demonstrate the Company’s commitment to manufacture products for holistic healthcare through in-house production, which will be operational from FY 2025-26.

With a future-focused approach and a dedication to ensure health innovation, the R&D foods segment consistently demonstrates its operational excellence by developing nutraceutical products, thereby delivering value and inspiring healthier consumer choices.

During the FY 2024–25, four patent applications pertaining to synthetic processes for compounds including latanoprostene bunod, bilastine, formoterol fumarate and glycopyrronium bromide were filed. Simultaneously, a patent was granted for an innovative production process titled terminal sterilisation of APIs.

In FY 2024-25, FDC registered a standalone total income of 2,17,563.03 lakh compared to 2,01,940.32 lakh in the previous year. The earnings before Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) amounted to 42,576.54 lakh in FY 2024-25 as compared to 44,167.41 lakh in the previous year. The net profit after taxation estimated at 27,362.60 lakh in FY 2024-25 as compared to 30,716.30 lakh in the previous year. On a consolidated basis, the Company registered a total income of 2,19,878.12 lakh in FY 2024-25 as compared to 2,04,457.53 lakh in the previous year.

FDC believes that internal control is a prerequisite of governance and that action emanating from agreed-upon business plans should be exercised within a framework of checks and balances. The Company has a well-established internal control framework that continuously assesses the adequacy, effectiveness and efficiency of financial and operational controls. The Management is committed to ensuring an effective internal control environment that aligns with the size and complexity of the business. This framework guarantees compliance with internal policies, applicable laws, regulations that safeguards FDC’s resources and assets.

FDC is committed to foster a secure and supportive working environment that promotes the employee development. The Human Resource (HR) strategies are aligned with the Company’s mission of bolstering operational excellence while ensuring sustainable growth, thereby enabling personal and professional ambitions of our workforce. The Company’s consistent efforts are driven by the fundamental principles of inclusiveness, respect, capability building, career development and human rights protection.

The Company is progressing rapidly while surpassing internal and external standards in terms of employee productivity and production performance. By prioritising a future-ready approach through strategic initiatives, the Company promotes leadership development, cultural integration and skill enhancement.

FDC has established a robust learning and development ecosystem in alignment with the Company’s growth objectives.

This involves hybrid training models, integrating on-site sessions with web-based, self-paced learning. The internal training team performs a vital role in propelling our sales momentum with product knowledge, scientific understanding and effective market strategies. Leadership development is reinforced through efficient management programs to facilitate workforce empowerment.

In compliance with SEBI Listing Obligations and Disclosure Requirements (LODR), FDC has adopted a code of conduct and work ethics policy in addition to the implementation of a whistle blower policy, which are available on our website (www.fdcindia.com).

1. Talent acquisition and recruitment

In-house recruitments filled out approximately 95% of vacancies, thereby minimising reliance on external firms.

Time-bound hiring goals have been implemented:

Junior positions: within 30 days

Middle management: within 60 days

Senior management: within 90 days

2. Industrial relations and union engagement

Goa III Union: 51-month term

Sinnar Union: 48-month term

Ensured proactive monitoring with legal counsel for all pending cases

Settled 22 legal cases, including several via out-of-court settlements

The scheme was successfully implemented for nine employees (5 in Roha, 4 in Waluj)

3. HR support in Indian sales and marketing Sustained 96% field force in the management of proactive recruitment in terms of the Indian sales and marketing segment.

Conducted walk-in interviews to address vacancies exceeding the 5% threshold.

4. Strategic HR initiatives

Roadmap developed for succession planning and second-line leadership across all functions

Employees are systematically categorised into red/orange/green zones to proactively address attrition risks

Monthly reports from locations are reviewed by corporate HR

Successfully implemented across all FDC locations

Site-specific engagement calendars developed

The organisation of events such as inter-department cricket matches and Fiesta 2025 received positive feedback

Introduced job descriptions for diverse roles, thereby, promoting inclusivity

Structured training calendar enforced at manufacturing units in accordance with inputs from unit heads and HR

Comprehensive review of overtime costs initiated

Collaborative monitoring by unit heads and HR to strategically minimise overtime. These HR initiatives reaffirm FDC’s commitment to foster a high-performance environment while prioritising the Company’s principles to enhance engagement and future-readiness. The Company emphasises on workforce empowerment, thereby, promoting leadership while developing an inclusive, agile workforce aligned with its business goals.

The statements, forming a part of this Report, may contain certain forward-looking remarks within the meaning of applicable Securities Law and Regulations. The Company’s actual results, performances, or achievements may differ significantly from any projected results, performances, or achievements due to a variety of variables. Economic conditions on a national and worldwide level, changes to Government laws, the tax system and other statutes are all significant variables that could have an impact on the Company’s operations.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements relates and the date of this report.

9. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, with effect from the financial year 2024-25, the top one thousand listed entities based on market capitalization required to submit a Business Responsibility and Sustainability Report ("BRSR"). Hence, a BRSR of the Company for Financial year ended March 31, 2025 containing basic information about the Company’s sustainability practices is annexed as

"Annexure - A".

The consolidated financial statements for the year ended March 31, 2025 pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual Report.

The Company has 3 (Three) Wholly owned Subsidiaries namely FDC Inc., USA and FDC International Ltd, UK and Fair Deal Corporation Pharmaceutical SA (Pty) Ltd. at South Africa. The Financials of the Subsidiary Companies are disclosed in the Consolidated Financial Statements, which forms a part of this Annual Report.

During the year, the Board of Directors has reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("The Act") and the Rules made thereunder a statement containing salient features of the Financial Statements of Subsidiary Companies in the prescribed Form No. ‘AOC-1’ is annexed to this Report as "Annexure - B"

In accordance with the provisions of Section 136 (1) of the Act, the following information has been uploaded on the website of the Company i.e. on https://www.fdcindia.com/ financial-result

(a) Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statement; and

(b) Audited Financial Statement pertaining to the Subsidiary Companies.

The Company does not have a material subsidiary. The Company’s Policy for determining material subsidiaries is available on the Company's website at https:// www.fdcindia.com/pdf/policies/Policy_on_Material_ Subsidiaries.pdf

12. DIRECTORS’ RESPONSIBILITY STATEMENT As stipulated in Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) there-off for the time being in force), your Directors subscribe to the "Directors’ Responsibility Statement" and to the best of their knowledge and ability, hereby confirm that:

(a) In the preparation of Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; (b) They 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 on March 31, 2025 and of the profit of the Company for the year ended on that date; (c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) They have prepared the annual accounts on a going concern basis; (e) They have laid down proper Internal Financial Controls to be followed by the Company and they were adequate and operating effectively; and (f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, outstanding as on March 31, 2025, are set out in Notes to the financial statements of the Company.

During the year, your Company has not given any Loans or Guarantees or Investments in contravention of the provisions of Section 186 of the Act.

M/S. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors of the Company at the 82nd AGM held on September 22, 2022 to hold office till the conclusion of the 87th AGM.

M/S. B S R & Co. LLP has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors have issued unmodified opinion on the financial statements of the Company for the year ended March 31, 2025. Hence, The Statutory Auditors’ report for Financial Year 2024-25 does not contain any other qualification, reservation or adverse remarks which calls for any explanation from the Board of Directors. The Auditors’ report is enclosed with the financial statements in the Annual Report. The audit report states that audit trail was not enabled at database level.

The management revert is as under:-

The Company uses SAP software to maintain its books of accounts which has a feature of recording audit trail. This feature was not enabled at database level. However, only authorised personnel have access to underlying database for the purpose of system support after obtaining explicit approval from the management. The Company has appropriately designed and implemented adequate internal control framework over direct change at database level and based on its assessment there was no instance of audit trail feature being tampered with in respect of accounting software.

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Certificate of Practice No. 1798), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2024-25, based on consent received from Mr. Sanjay Dholakia.

The Secretarial Audit Report for the financial year 2024-25 is set out in ‘Annexure - C’ to this Report.

The Secretarial Compliance Report received from M/s. Sanjay Dholakia & Associates, for the financial year 2024-25, in relation to compliance of all applicable Securities and Exchange Board of India ("SEBI") Regulations/Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of the SEBI Listing Regulations, is set out in ‘Annexure - D’ to this Report.

The Secretarial Audit Report for Financial Year 2024-25 does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 148(1) of the Act and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

The Board of Directors on recommendation of the Audit Committee had appointed M/s. GMVP & Associates (Firm Registration No. 000910) Cost Accountants, Mumbai as the "Cost Auditors" of the Company for the Financial Year 2025-26.

Further, the Board of Directors has, upon recommendation of the Audit Committee have appointed M/s. GMVP & Associates (Firm Registration No. 000910) Cost Accountants, Mumbai as the "Cost Auditors" of your Company for the Financial Year 2025-26, subject to ratification of their remuneration at the ensuing 85th (Eighty Fifth) Annual General Meeting. The said Auditors confirmed their eligibility for appointment and provided their consent to act as the Cost Auditors.

As required under the Act and Rules made thereunder, the requisite resolution for ratification of remuneration of Cost Auditors by the Members has been set out in the Notice of the 85th Annual General Meeting of the Company.

The Company has not accepted any deposits falling under the ambit of Section 73 and 76 of the Act and the Rules framed thereunder during the year.

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as

"Annexure - E" to this Report.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

During the year, there were no appointments/reappointments/resignations of any Board Members of the Company except following:

Mr. Melarkode Ganesan Parameswaran (DIN - 00792123) completed tenure from the Board directorship on 09th May, 2024.

Ms. Usha Athreya Chandrasekhar (DIN - 06517876) completed tenure from the Board directorship on 09th May, 2024.

CA. Swati S. Mayekar (DIN - 00245261) completed tenure from the Board directorship on 05th September, 2024.

Appointment of Dr. Charuta N Mandke (DIN: 08953268) as a Non-Executive Independent Director for first term of five (5) years effective from August 7, 2024 to August 6, 2029.

Dr. Charuta N Mandke is a ophthalmologist with 15 years of experience in both clinical practice and academia. After earning an MBBS and an MS in Ophthalmology, Dr. Charuta N Mandke further specialized with a Fellowship in Medical Retina and Lasers. After her Academic, In the Year 2009 She Joined Department of Ophthalmology, in Seth GS Medical College

& KEM Hospital, Mumbai as an Assistant Professor and Currently She is Associated with Dr. R.N. Cooper Municipal Hospital, Mumbai as an Additional Professor and Head. She also perform, assist and teach many elective and emergency surgical procedures like routine and complicated cataract extraction by small incision surgery and phacoemulsification, lacrimal sac procedures, trabeculectomy, globe perforation repair, corneal tear repairs, penetrating keratoplasty (therapeutic and optical), pterygium excision with autograft, amniotic membrane grafting, strabismus correction, iris claw lens insertion, cyclo-cryotherapy, enucleation, evisceration, pars plana vitrectomy and intravitreal injections.

With her exemplary skillset and knowledge, your Board believes that she will broaden the board’s experience and will be an asset in the growth of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved the Appointment of Dr. Charuta N Mandke (DIN: 08953268) for a first term of Five (5) years effective from August 7, 2024 to August 6, 2029. The Shareholders in the General Meeting held on September 26, 2024 had approved Appointment of Dr. Charuta N Mandke (DIN: 08953268) as the Non-Executive Independent Director of the Company for a period of 5 (Five) years with effect from August 7, 2024 not liable to retire by rotation.

The Board is of the opinion that Dr. Charuta N Mandke possesses relevant experience, expertise and integrity for holding the position of the Independent Director on the Board.

In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Ameya Ashok Chandavarkar, CEO-International Business & Executive Director, retires by rotation at the 85th Annual General Meeting and being eligible, has offered himself for reappointment. The Profile of Director seeking reappointment pursuant to Regulation 36 of the SEBI Listing Regulations is included in the Notice of the 85th Annual General Meeting and the statement annexed thereto.

During the year, there has been no changes in the Key Managerial Personnel.

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI Listing Regulations.

Disclosure required under provisions of Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is annexed as ‘Annexure-F’to this report.

Further, the information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, i.e. the names and other particulars of employees is available for inspection at the Corporate 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 Corporate Office address or by email to investors@fdcindia.com.

Your directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices. Your Company has also implemented best governance practices. Your Company also endeavors to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the SEBI Listing Regulations forms part of the Annual Report is annexed herewith as ‘Annexure - G’. Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is also attached to the report on Corporate Governance.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

The Board of Directors of the Company on the recommendation of the Risk Management Committee has developed Risk Management Policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company and which articulates the Company’s approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. The details of the Risk Management Committee are included in the Corporate Governance Report.

The Risk Management Policy is placed on the website of the Company at https://www.fdcindia.com/pdf/policies/ Risk_Management_Policy.pdf

The Company has established requisite technologies, processes and practices designed to protect networks, computers,programsanddatafromexternalattack,damage or unauthorized access. The Company is conducting training programs for its employees at regular intervals to educate the employees on safe usage of the Company’s networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the Company’s data. The Information Technology Department of the Company is in constant process of taking feedback from the employees and updating the cyber security protocols. The Risk Management Committee and the Board of Directors are reviewing the cyber security risks and mitigation measures form time to time.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The Policy lays down the process and parameters for the appointment and remuneration of the KMPs and other senior management personnel and the criteria for determining qualifications, highest level of personal and professional ethics, positive attributes, financial literacy, and independence of a Director. The details of Remuneration Policy are stated in the Corporate Governance Report. The Nomination

& Remuneration Policy is placed on the website of the Company at https://www.fdcindia.com/pdf/policies/ Nomination_and_Remuneration_Policy.pdf.

During the year, Five (5) meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as ‘Annexure - G’ to the Director’s Report.

As on March 31, 2025, The Board has Five (5) mandatory committees under the applicable provisions of the Act and SEBI Listing Regulations namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

During the year, all the recommendations of the above Committee’s have been accepted by the Board. A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of the Act and SEBI Listing Regulations, an evaluation process was carried out to evaluate performance of the Board and its committees, the Chairman of the Board, and all Directors, including Independent Directors. The evaluation was aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, and the Board as a whole was also discussed. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarization program of Independent Directors are provided in the Corporate Governance Report and is also available on the website of the Company at https://www.fdcindia.com/pdf/familiarisationprogramme/ Familiarisation_Programmes_for_Independent_ Directors_2023-24.pdf

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs. During FY 2024-25, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has a vigil mechanism in place as required under Section 177 of the Act and the SEBI Listing Regulations, for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct, the details of which are given in the Corporate Governance Report.

There were no allegations/ disclosures/ concerns received during the year, in terms of the vigil mechanism established by the Company. During FY 2024-25, no person was denied access to the Chairperson of the Audit Committee.

The Policy on Vigil Mechanism and Whistleblower is available on the website of the Company and can be accessed through the following web link: https:// www.fdcindia.com/pdf/policies/Whistle_Blower_ Policy_FDC.pdf

The Company has in place a Code of Conduct for Board Members and Senior Management Personnel of the Company. The Code of Conduct lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel and the duties of Independent Directors towards the Company.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2025. A Certificate duly signed by the Mr. Mohan A. Chandavarkar, Managing Director and Mr. Ashok A. Chandavarkar, Executive Director, on the compliance with the Code of Conduct is also attached to the report on Corporate Governance. The said Code is available on the website of the company i.e. https://www.fdcindia.com/pdf/policies/ Code_of_Conduct_of_FDC_Limited.pdf

The Company has in place a Policy on the Code of Conduct for Prevention of Insider Trading with a view to regulate the trading in securities by the Promoters, Directors and the Designated Employees of the Company.

The same has also been uploaded on the website of the company i.e. https://www.fdcindia.com/pdf/policies/ Code_of_Conduct_for_Prevention_of_Insider_Trading.pdf The Promoters, Directors and the Designated Employees have affirmed compliance with the Company's Code of Conduct for Prevention of Insider Trading.

During the year, all Related Party Transactions entered into by the Company were on an arm's length basis and in the ordinary course of business. During the year, your Company had not entered into any arrangement / transaction / contract/agreement with its related parties which could be considered material and required approval of the Members. However, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is furnished in "Annexure - H" attached to this report as good disclosure practice.

The Company had adopted policy on Related Party Transactions in compliance with regulation 23 of SEBI Listing Regulations duly approved by board of directors and can be access on website of the Company i.e. at https:// www.fdcindia.com/pdf/policies/Policy_on_Related_Party_ Transactions.pdf

The transactions entered by the Company with its related parties were in compliance with the RPT Policy and in the best interest of the Company. A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board on a quarterly basis. Omnibus Prior approval is also obtained from the Audit Committee on an annual basis for repetitive transactions.

The Related Party Transactions as required under Accounting Standard are reported in the notes to financial statement. Pursuant to Regulation 23(9) of the SEBI LODR Regulations, the Company had filed to the stock exchanges the details of related party transactions on half yearly basis.

The company is committed to providing a workplace in which the dignity of every individual is respected. Your Company has zero tolerance policy for any incident of sexual harassment or inappropriate behavior. The Company has in place a Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of the policy is to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide procedure for the redressal of complaints pertaining to sexual harassment. The said Policy is available on the website of the Company and can be accessed at https://www.fdcindia.com/pdf/ policies/Sexual_Harassment_Policy.pdf

The Company has constituted an Internal Committee to redress the complaints received regarding sexual harassment. There were no complaints received during the financial year ended on March 31, 2025.

Pursuant to the provisions of Section 118 of the Act, the Company has complied with all the applicable provisions of the Secretarial Standard – 1 and Secretarial Standard

– 2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively.

The Company has put in place an adequate Internal Financial Control (IFC) system, to ensure compliance with various policies, practices, and statutes. The Company ensures that such IFC systems are commensurate with the size and complexity of our business and are adequate and operating effectively on an ongoing basis. The Company is complying with all the applicable Indian Accounting Standards (Ind AS) and periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements. The details in respect of your Company’s IFC and their adequacy are included in the Management Discussion and Analysis Report.

During the year, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees under section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The details such as Constitution, Terms of reference, etc. of the Committee and the meetings held during the year are detailed in the Corporate Governance Report, which forms a part of the Annual Report of the Company. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the following web link: https://www.fdcindia.com/pdf/policies/Corporate_ Social_Responsibility.pdf

In accordance with the provisions of Section 135 of the Act, A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in an "Annexure - I" to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In compliance with Section 92(3) and Section 134(3) (a) of the Act and Rules made thereunder, a copy of your Company’s Annual Return as on March 31, 2025, is available on the website of the Company at https://www. fdcindia.com/stock-exchange-compliances

The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.

In terms of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) dividend, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unclaimed Dividend Account of the Company, is liable to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Government of India. Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year 2024-25, the Company has transferred total unclaimed and unpaid Final dividend of H 16,33,779/- for the F.Y. 2016-17 to IEPF Authority. Further 1,35,256 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. The procedure to claim the shares transferred to IEPF accounts is also available on website of the Company at https://www.fdcindia.com/unpaid-divident. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company’s website i.e. at https://www.fdcindia.com/unpaid-divident. The members, who have not encashed their dividend pertaining to Final Dividend FY 2019-20 and onwards are advised to write to the Company immediately for claiming dividends declared by the Company.

The Environment, Health and Safety are a part of the Management responsibilities and concerns. The Company has been providing various kinds of medical assistance to the employees and their families. Periodic health checkups are carried out for all the employees. Employees are also educated on safety and precautionary measures to be undertaken on their job.

There are no significant or material orders passed by any regulatory, tribunal or court that would impact the going concern status of the Company and its future operations.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

There was no proceeding pending under Insolvency and Bankruptcy Code, 2016.

There were no instances of one time settlement with any bank or financial institution.

Neither the Chairman and Managing Director/Joint Managing Director nor Whole-time Director received any remuneration or commission from any of the Company’s subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

The directors of your Company would like to record by gratitude and appreciation for the continued co-operation and support received from the Medical fraternity, our stakeholders, including the Central and State Government Authorities, Stock Exchanges, Financial Institutions, Bankers, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors forming part of the Company. Let us also take this opportunity to thank our employees, whose enthusiasm, energy, and passion, help us progress along our vision. Your faith and vote of confidence motivate us in pursuing greater opportunities, responsible growth and enhanced delivery on our strategy.