2. Company's Performance

On a consolidated basis, your Company achieved a total
income of J 2,28,445.15 Lakhs for FY 2025-26 as against
total income of J 2,19,878.12 Lakhs in the previous year.
Your Company reported a net profit of H 28,142.16 Lakhs
for FY 2025-26 against a net profit of H 26,678.81 Lakhs for
the previous financial year.

On a standalone basis, your Company achieved a total
income of H 2,23,732.78 Lakhs for FY 2025-26 as against
total income of H 2,17,563.03 Lakhs in the previous year.
Your Company reported a net profit of H 28,592.34 Lakhs
for FY 2025-26 against a net profit of H 27,362.60 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 31,2026 is as follows:

During the financial year under review, the Company has
not issued any fresh equity shares, preference shares, or
any other securities convertible into equity. There was
no alteration in the capital structure, and the Company
has not undertaken any buy-back of shares, rights issue,
bonus issue, or preferential allotment. The Company has
not issued any sweat equity shares or equity shares with
differential voting rights as to dividend, voting or otherwise.

6. Dividend

The Board of Directors at its meeting held on February 05,
2026 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 2025-26 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 February 27,
2026. The said interim dividend has been confirmed by the
Board of Directors as final dividend for the financial year
ended March 31,2026.

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

7. Management Discussion and Analysis
FY 2025-26

The Company's Management provides an analysis of its
performance for the financial year ended on March 31,
2026, along with its future outlook. This outlook is based
on an evaluation of the current business environment
and may change due to future economic and other
developments, both domestically and internationally.

Economic overview

World Economic Outlook, April 2026:

The global outlook has abruptly darkened following the
outbreak of war in the Middle East on February 28, 2026.
The closure of the Strait of Hormuz and severe damage
to critical production facilities in a region central to global
hydrocarbon supply could trigger an energy crisis of
unprecedented scale. The conflict has disrupted what had
previously been a steady global growth trajectory.

Prior to the outbreak of war, global economic conditions
had shown encouraging momentum, and there was
growing confidence in upgrading the global growth
forecast. This optimism was supported by sustained
investment in technology, easing trade policy tensions,
fiscal stimulus measures in several countries, and
generally accommodative financial conditions.

However, the escalation of conflict in the Middle East
is expected to overshadow these positive drivers. The
resulting surge in energy prices, supply chain disruptions,
heightened geopolitical uncertainty, and pressure on
inflation are likely to weigh heavily on global economic
activity and financial markets in the coming months.

(Sou rce:https://www.imf.org/en/publications/weo/
issues/2026/04/14/world-economic-outlook-april-2026)

Indian Economy Overview

• India: Estimated real GDP growth of 7.4% in FY26,
with GVA growth of 7.3%, reaffirming India as the
fastest-growing major economy.

• Growth was primarily driven by strong domestic
demand, supported by private consumption
and investment.

• Private Consumption: Private Final Consumption
Expenditure (PFCE) grew by 7.5% in H1 FY26 and
accounted for 61.4% of GDP, the highest since FY12.

• Consumption growth was supported by low inflation,
steady employment conditions, and improved real
purchasing power.

• Rural demand benefited from favourable
monsoon conditions and stable growth in allied
agricultural activities.

• Urban consumption improved due to rationalisation
of direct and indirect taxes.

• Investment: Gross Fixed Capital Formation (GFCF)
accounted for 30.0% of GDP in FY26, indicating a
sustained investment cycle.

• GFCF grew by 7.6% in H1 FY26, supported by strong
public capital expenditure and a revival in private
investment announcements.

• Capacity utilisation remained above long-term
averages, supporting fresh investment activity.

• Industry: Industrial GVA grew by 6.2% in FY26, led by
manufacturing growth of 7.0%.

• Manufacturing activity strengthened, supported
by resilient demand and improved utilisation of
existing capacities.

• Services: Expanded by 9.1% in FY26, accelerating from
FY25 and remaining the largest contributor to GDP.

• Financial services, real estate and professional
services were the key drivers of services sector growth.

• External Sector: Exports of goods and services grew
by 5.9% in H1 FY26, with services exports offsetting
volatility in merchandise trade.

• Inflation: Headline CPI inflation averaged 1.7% during
April-December FY26, driven primarily by food
price disinflation.

• Core inflation remained subdued after
excluding precious metals, indicating limited
demand-side pressures.

• Fiscal Policy: Strong tax buoyancy and restrained
revenue expenditure enabled a continued capital
expenditure push.

• Capital expenditure reached nearly 60% of the
budgeted level by November 2025.

• Fiscal deficit remained on track to achieve the FY26
target of 4.4% of GDP.

• Monetary Policy: Cumulative repo rate cuts of 1 25
basis points since February 2025, along with liquidity
measures, improved monetary transmission.

• Banking sector balance sheets strengthened further,
with non-performing assets at multi-decade lows.

• Growth Prospects: India’s medium-term growth
potential is assessed at around 7%, supported by
macroeconomic stability and structural reforms.

(Source:https://www.ibef.org/economv/economic-survev-2025-26)

Industry overview

Global Pharmaceuticals Industry Analysis And Trends
2026

The global pharmaceutical industry was valued at
approximately USD 1,627.73 billion in 2025 and is
projected to reach USD 1,722.05 billion in 2026, reflecting
a year-over-year growth rate of 5.8%. The pharmaceutical
industry outlook 2026 indicates steady and resilient
expansion, supported by biologics innovation, rising
demand for advanced therapies, and increasing global
healthcare expenditure.

Key Market Trends & Insights

• The pharmaceutical industry market is undergoing
a structural transition toward large molecules and
biologics, which are expected to contribute the
majority of incremental revenue growth across the
global pharmaceutical industry.

• Within the pharmaceutical industry outlook 2026,
GLP-1 therapies and antibody-drug conjugates
(ADCs) have emerged as major innovation drivers,
particularly in cardiometabolic diseases and oncology
treatment segments.

• Small-molecule drugs continue to provide a stable
revenue foundation, supporting profitability, generic
expansion, and broader accessibility within the
pharmaceutical industry market.

• Increasing regulatory pressures, including U.S.
Inflation Reduction Act (IRA) pricing reforms
and evolving European Union Health Technology
Assessment (EU HTA) frameworks, are significantly
reshaping pricing and reimbursement dynamics
across the global pharmaceutical industry.

• AI-enabled drug discovery platforms, real-world
evidence (RWE) generation, predictive analytics, and
digital QA/QC systems are enhancing operational
efficiency, accelerating clinical development
timelines, and improving innovation productivity in
the pharmaceutical industry outlook 2026.

• The growing focus on precision medicine, cell and
gene therapies, and personalized healthcare solutions
is further redefining future growth opportunities
within the pharmaceutical industry market.

• Supply-chain resilience, localization of API
manufacturing, and sustainability initiatives are
becoming strategic priorities for pharmaceutical
companies amid ongoing geopolitical and regulatory
uncertainties.

• Emerging markets, particularly India, China,
and countries across Southeast Asia, continue
to play a critical role in global pharmaceutical
manufacturing, biosimilars production, and contract
research services.

Overall, the pharmaceutical industry outlook 2026
highlights a sector transitioning toward innovation-led
growth, digital transformation, and high-value specialty
therapeutics, while balancing regulatory challenges
and cost pressures in an increasingly competitive
global environment.

(Source :https://store.frost.com/arowth-opportunities-in-alobal-
pharmaceutical-industry-2026.html?utm source=chatgpt.com)

Indian Pharmaceutical Industry

Indian pharmaceutical industry is known for its generic
medicines and low-cost vaccines globally. Transformed
over the years as a vibrant sector, presently Indian pharma
ranks third in pharmaceutical production by volume. The
Pharmaceutical industry in India is the third largest in the
world in terms of volume and 14^th largest in terms of value.

• As of 2025, the pharma industry is the fifth-
largest contributor to manufacturing GVA, it
drives approximately 4% of India’s FDI inflows,
sustains a H 1,62,811 crore (US$ 19 billion) trade
surplus, and supports 2.7 million livelihoods, either
directly or indirectly.

• According to Bain & Co, the Indian Pharmaceutical
market stood at H 4,71,295 crore (US$ 55 billion) in
2025 and is expected to grow to H 10,28,280-11,13,970
crore (US$ 120-130 billion) by 2030.

• Major Segments of the Pharmaceutical Industry are
Generic drugs, OTC Medicines and API/Bulk Drugs,
Vaccines, Contract Research & Manufacturing,
Biosimilars & Biologics.

• As of November 2024, India is the third largest
producer of API accounting for an 8% share of the
Global API Industry. About 500 different APIs are
manufactured in India, and it contributes 57% of APIs
to prequalified list of the WHO.

• Pharmaceutical is one of the top ten attractive sectors
for foreign investment in India. The pharmaceutical
exports from India reach more than 200 nations
around the world, including highly regulated markets
of the USA, West Europe, Japan, and Australia.

• The market size of the medical devices sector in India
was estimated to be H 1,02,564 crore (US$ 12 billion)
in 2023-24. The government has set ambitious target
to elevate the medical devices industry in India to
H 4,27,350 crore (US$ 50 billion) by 2030.

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

According to IQVIA Secondary Sales Audit Mar’ 26, in
FY 2025-26, 2361 new brands were launched in 12 months
ending March’26 clocking a sale of 1611.1 Cr.

• In 2025-26, the Indian pharmaceutical industry
logged a healthy growth rate of 9.9%, with volumes
increasing modestly by 2.7%.

• By value, 71% of new launches were from the acute
segment while 29% were from chronic segment

• Of the new launches, 76% by value and 97% by count
were launched by Indian companies.

• 51.1% by value was contributed by top 4 therapies-
Gastro-intestinal, Vitamin/Mineral/Nutrients, Respiratory
and Anti-diabetic.

• Many of the brands like Tossex in the list are old brands
but considered new due to change in composition.

(Source: IQVIA TSA Dataset Mar’26 MFR Report)

Indian Pharmaceutical Exports

India’s position as the Pharmacy of the World is built on
a unique combination of affordable pricing and assured
quality, making Indian medicines highly preferred across
global markets. Cost-efficient manufacturing, backed by
a strong scientific workforce and economies of scale,
has enabled the consistent supply of essential medicines
without compromising quality standards.

The Indian pharmaceutical industry ranks 3^rd globally
by volume and 11^th by value, comprising over 3,000
companies and 10,500 manufacturing units. The domestic
pharmaceutical market, currently valued at USD 60 billion, is
projected to reach USD 130 billion by 2030. According to the
Economic Survey 2025-26, the sector recorded an annual
turnover of H 4.72 lakh crore in FY25, while pharmaceutical
exports registered a CAGR of 7% during FY15 to FY25.

India is also the world’s largest supplier of generic
medicines, contributing nearly 20% of global supply and
manufacturing around 60,000 generic brands across 60
therapeutic categories. By improving access to affordable
HIV treatments and emerging as a leading global supplier
of cost-effective vaccines, the Indian pharmaceutical
industry continues to strengthen public health outcomes
both domestically and internationally, while also creating
significant economic opportunities.

(Source : 21^st Mar’ 26 by PIB Delhi-:From Domestic production to
International Markets)

Industry Vision 2026
Road Ahead

• As we enter 2025, the Indian pharmaceutical industry
is on the brink of transformative growth. The synergy
between visionary government policies and industry
initiatives creates an environment ripe for innovation.
Emerging technologies like artificial intelligence,
machine learning, and precision medicine are not
just buzzwords; they are poised to revolutionize drug
discovery, manufacturing, and patient care.

• Streamlined regulatory systems will facilitate the
adoption of ground-breaking therapies while ensuring
that patient safety remains at the forefront. A renewed
emphasis on research and collaboration among
policymakers, academic institutions, and industry
leaders will be crucial in addressing healthcare gaps,
especially in underserved communities.

• In summary, the Indian pharmaceutical industry is on
the brink of monumental change, with the potential
to reach approximately USD 120 billion by 2030. This
growth is not just an opportunity for industry players;
it is a chance to ensure that high-quality, affordable
medicines are accessible to everyone. As we embark
on this journey, our commitment to innovation,
quality, and ethical practices will shape the future of
healthcare, paving the way for a healthier tomorrow.
Let's embrace the future together!

(Source:https://www. crescendoworldwide.com/hlogs/Whats-Next-

for-Pharma-Predictions-for-the-Industry-in-7075)

R & D spending in Indian Pharmaceuticals

• R&D investments in the pharmaceutical sector
are projected to reach H 17,000 crore (US$ 2
billion) by FY28.

• Government policy is increasingly focused
on intellectual property (IP), technology
commercialization, procurement reforms, education,
skill development, and regulatory improvements
to encourage greater private-sector investment in
research and development.

• In 2023, new initiatives were introduced to promote
pharmaceutical research through Centres of
Excellence and priority research fields, along with the
establishment of 157 nursing colleges attached to
government medical colleges.

• Indian Council of Medical Research (ICMR)
laboratories are also being opened for collaborative
research involving public and private medical faculty
as well as private R&D teams.

• Union Budget 2025-26:

• H 1,400 crore (US$ 163 million) provided to support
three mega bulk drug parks across states.

• Total pharma industry budget allocation raised
to H 5,268 crore (US$ 614 million).

• Medical device parks promotion budget raised
to H 1,460 crore (US$ 170 million).

(Source: National Institute of Pharmaceutical Education and Research,

Company Websites)

FDI Inflow - Foreign Direct Investment in Indian Healthcare

& Pharmaceutical Sector

• 100% Foreign Direct Investment (FDI) is permitted
under the automatic route for greenfield
pharmaceutical projects in India.

• For brownfield pharmaceutical projects, up to 100%
FDI is allowed through the government approval route.

• Strong domestic demand growth, cost advantages,
and supportive government policies have played a key
role in attracting foreign investment into the sector.

• The Drugs and Pharmaceuticals sector received
cumulative FDI inflows of H 2,10,940 crore (US$ 24.62
billion) during the period from April 2000 to June 2025.

• FDI inflows into related sectors, including hospitals
and diagnostic centres, and medical and surgical
appliances, stood at H 1,04,970 crore (US$ 12.25
billion) and H 33,933 crore respectively.

(Source: Drugs & Pharmaceuticals sector hospitals and diagnostic

centres medical and surgical appliances FDI data till June 2025)

Growth Drivers

Supply side drivers of Indian Pharmaceutical Sector

1. Launch of patented drugs

• Following the introduction of product patents,
several multinational companies are expected
to launch patented drugs in India.

• The rising prevalence of lifestyle diseases in
India is likely to drive growth in the sales of
drugs within this segment.

• The High Court’s approval for the export of
patented drugs is expected to create new
opportunities for foreign players in the Indian
pharmaceutical market.

2. Medical infrastructure

The presence of a skilled workforce as well as high
managerial and technical competence is a source
of attraction for private players. Pharma companies
have already increased spending in the country to
tap rural markets and develop better infrastructure.

• infrastructure facilities in order to make Indian
medical device industry a global leader.

• In March 2024, Union Minister for Chemicals
& Fertilizers and Health & Family Welfare
inaugurated 27 greenfield bulk drug park
projects and 13 greenfield manufacturing plants
for medical devices.

3. Scope in generics market

India has the second-highest number of US FDA-
approved manufacturing plants outside the United
States and is the world’s largest provider of
generic medicines.

India’s pharmaceutical industry ranks as the third
largest globally by volume and the 14^th largest by
value, producing more than 60,000 generic drugs
across 60 therapeutic categories.

India contributes nearly 20% of global generic drug
exports, reinforcing its position as a key supplier of
affordable medicines worldwide.

4. Patent Expiry

Indian pharmaceutical firms have a H 85,690
crore (US$ 10 billion) opportunity by 2029 as 15
blockbuster drugs with combined revenue of about
H 9,59,728 crore (US$ 112 billion) go off-patent
between 2023 and 2029.

5. Over-The-Counter (OTC) drugs

• According to Mint, non-prescription OTC
medicines such as cough lozenges, pain
relievers, and anti-fungal creams may soon
be available at general (kirana) stores without
the requirement of a pharmacist, subject to a
finalized list and licence-based regulation.

• A draft notification issued by the Union Health
Ministry has proposed including 16 medicines
under the OTC category. These include common
antipyretic medicines such as paracetamol 500
mg, certain laxatives, nasal decongestants, and
topical anti-fungal creams.

(Source: Make in India, News Articles)

Demand Drivers

Accessibility

• Rising levels of education are expected to increase
awareness and acceptance of pharmaceutical
products among patients.

• Patients are likely to show a greater tendency toward
self-medication, which will further boost the OTC
pharmaceutical market.

• The acceptance and demand for biologics and
preventive medicines are expected to grow
significantly.

• Medical tourism in India is also expected to witness
strong growth due to increasing patient inflow
from other countries seeking affordable and quality
healthcare services.

Acceptability

• New business models are expected to strengthen
penetration into Tier-2 and Tier-3 cities, expanding
healthcare and pharmaceutical access across
emerging markets.

• In FY26, India’s private hospitals are expected to add
more than 4,000 beds with an estimated investment
of H 11,500 crore (US$ 1.34 billion), continuing the
strong capacity expansion momentum seen in the
previous fiscal year.

• India’s generic medicines account for nearly
20% of global exports by volume, reinforcing the
country’s position as the world’s largest supplier
of generic drugs.

Pradhan Mantri Bhartiyajanaushadhi Kendras (PMBJK)

As of June 30, 2025, 16,912 Jan Aushadhi Kendras
are operational under the Pradhan Mantri Bhartiya
Janaushadhi Pariyojana, providing access to 2,110
medicines and 315 surgical products, consumables, and
medical devices. The scheme aims to expand the network
to 25,000 Kendras by March 2027.

Strategic Opportunity

India’s rapidly growing Contract Development and
Manufacturing Organisation (CDMO) and Contract
Research Organisation (CRO) sector presents a significant
strategic opportunity for global pharmaceutical outsourcing
and high-value drug development partnerships.

(Source: ICRA Report on Indian Pharmaceutical Sector, Pharmaceutical
Industry: Developments in India- Deloitte, Mckinsey, Bain & co)

Government Initiatives

Some of the initiatives taken by the Government to
promote the pharmaceutical sector in India are as follows:

1. Pradhan Mantri Jan Arogya Yojana (PMJAY)

• The Government announced an outlay of H 9,406
crore (US$ 1.08 billion) for Pradhan Mantri Jan
Arogya Yojana (PM-JAY) in the Union Budget
2025-26, marking an increase of 28.8% over the
Union Budget 2024-25.

• As of November 20, 2025, a total of 84,395
Ayushman Cards were generated in a single day,
taking the cumulative number of cards issued
to 42,70,73,674.

• Under AB-PM-JAY, a total of 32,544 hospitals
have been empanelled across India,
including 17,037 public hospitals and 15,507
private hospitals.

2. GST 2.0

• Health Insurance: Individual health insurance
premiums, including family floater and senior
citizen plans, are now exempt from GST. The
earlier 18% GST has been removed, reducing
retail premium costs by approximately 18%
from the effective date.

• Medicines: A uniform 5% GST rate applies to
most drugs and medicines, while 33 life-saving
therapies have been placed under the nil GST
category. Additionally, three more life-saving
drugs have been shifted from the 5% slab to nil
GST to reduce patient costs while maintaining
input tax credit benefits and avoiding upstream
cost escalation.

• Medical Devices and Consumables: GST on

several medical devices and consumables has
been reduced to 5% from the earlier 12-18%
range. This includes diagnostic kits, reagents,
glucometers, medical oxygen, gauze, bandages,
surgical gloves, and thermometers.

• Hospital Services: Core healthcare services
provided by hospitals, doctors, and ambulance
operators continue to remain GST-exempt.
However, non-ICU room rent above H 5,000 (US$
58.34) per day continues to attract 5% GST
without input tax credit, aligned with the revised
two-slab GST structure.

3. National Nutrition Mission / Poshan Abhiyaan

• The programme aims to reduce stunting by 2%,
under-nutrition by 2%, Anaemia by 3%, and low
birth weight cases by 2% every year.

• Poshan Abhiyaan is a Centrally Sponsored
Scheme implemented by States and Union
Territories (UTs). To strengthen monitoring
and service delivery, revised guidelines
have been issued to ensure all Anganwadi
Centres are equipped with smartphones and
Growth Monitoring Devices (GMDs) such as
infantometers, stadiometers, and weighing
scales for mothers and infants.

• The programme is expected to benefit over 100
million people and is being implemented across
all states and districts in India.

4. Tele-medicine initiatives

• Under the National Health Mission (NHM),
states and union territories have been supported
through the Program Implementation Plan
(PIP) to establish a reliable, high-speed State
Telemedicine Network (STN). The Union Health
Ministry’s eSanjeevani telemedicine service
has crossed 3 crore tele-consultations.

• The eSanjeevani platform has witnessed
significant growth, with its user base increasing
more than 2.5 times within a year. The
application has recorded over three million
downloads, with nearly 10% of users being
senior citizens.

• So far, eSanjeevani has served 42,92,52,796
patients, including 2,88,062 patients on
November 20, 2025 alone. The platform is
supported by 2,29,707 onboarded healthcare
providers, 1,36,337 spokes, and 18,140 hubs
across 151 medical specialties.

(Source: ibef News Articles, Press Information Bureau)

Healthcare Infrastructure

• India’s medical education infrastructure has expanded
significantly over the past few decades, strengthening
the country’s healthcare ecosystem.

• The Government of India’s FY25 Interim Budget
proposes the expansion of medical colleges through
the upgradation and utilization of existing hospitals,
creating a stronger foundation for future healthcare
professionals.

• In FY26, India’s private hospitals are expected to add
more than 4,000 beds with an investment of H 11,500
crore (US$ 1.34 billion), continuing the strong capacity
expansion trend from the previous fiscal year.

• As of April 1,2025:

• India has 13,86,150 registered allopathic doctors
and 7,51,768 AYUSH practitioners, resulting in an
estimated doctor-to-population ratio of 1:811.

• A total of 157 new medical colleges are
being established through the upgradation of
district and referral hospitals, of which 131 are
already operational.

• Under the Central Sector Scheme for setting
up new All India Institute of Medical Sciences
(AIIMS), 22 institutes have been approved, with
undergraduate courses already commenced in
19 institutes.

• India currently has 74,306 postgraduate
medical seats and 1,18,190 MBBS seats
across the country.

(Source : www.ibef.org/News PIB)

MedicaL Devices

• The Indian MedTech market, valued at H 1,02,564
crore (US$ 12 billion) in 2023-24, is projected to
reach H 4,27,350 crore (US$ 50 billion) by 2030, with
India's global market share set to grow from 1.65% to
10%-12% over the next 25 years.

• India is the 4^th largest Asian medical devices market
after Japan, China, and South Korea, and among the
top 20 medical devices markets globally.

• The Government of India (GOI) has commenced
various initiatives to strengthen the medical devices
sector, with emphasis on research and development
(R&D) and 100% FDI for medical devices to
boost the market.

• With strategic growth and innovation, India is well-
positioned to strengthen its MedTech industry and
reduce import dependency, making significant strides
toward becoming a global leader in the sector.

• In 2026, three new medical device parks and the H
5,000 crore (US$ 585.4 million) PRIP Scheme will be
launched to boost innovation and self-reliance.

• India's domestic medical device production increased
its market share from 10% to 30% of domestic
requirements in the last five years. Even for advanced
Class-C medical devices, India manufactures 20%
domestically at 10-40% cheaper costs. The India
MedTech Expo 2025 saw strong global participation
indicating growing export potential and government
commitment to making India 'Atmanirbhar' in
medical devices

(Source : www.ibef.org/News Article, EY,PIB)

Company Overview

FDC Ltd is an established players in Indian Pharmaceutical
Industry, well established in developing in specialized
formulations. FDC is market leaders in ORS, Energy Drinks,
Anti-Biotics & Ophthalmic Therapy market. The R&D facility
is pillar of affordable & highly efficient products across
categories. FDCs 3/4^th operation in Indian Domestic Market
& balance in International Market.

Domestic Formulations

FDC Rank 22^nd in IPM, grew by 1.81% with market share
of 1.00% against industry growth of 10.32%. FDC’s 3
pillar brands Electral, ZIFI and Enerzal features in industry
top 300 brands. Following Therapeutic Area has grown
in double Digit namely, Ophthal, Gynaec, Anti Diabetic,
Neuro/CNS & Anti Viral respectively.

(Source : IQVIA Secondary Sales Audit March 2026)

International Formulations

Your Company's International Formulation segment
delivered a strong performance during the Financial Year
2025-26, registering total sales of H 26,014.96 lakhs,
reflecting a robust growth of 23.5%. This performance
underscores your Company's continued commitment
to expanding its global footprint and strengthening its
presence across regulated and semi-regulated markets.

US Market

The United States business witnessed a significant
revival during the year under review, recording sales of
H 7,060.00 lakhs against H 2,660.00 lakhs in the previous
year, representing a growth of approximately 165.1%.
This strong recovery was driven by improved product
availability, enhanced supply chain efficiencies, and
increased demand for your Company's product portfolio
in the US market.

A key contributor to the US sales performance was
contract manufacturing of Cefpodoxime Proxetil for
Felix, which contributed to the overall US revenues,
reflecting the growing confidence of international partners
in your Company's manufacturing capabilities and
quality standards.

However, the profit share from the US market moderated
during the year, declining from H 3,730.00 lakhs in the
previous year to H 2,330.00 lakhs in the current year. This
decline was primarily attributable to the lingering financial
impact of batch recalls initiated in the previous year, the
resolution of which continued to affect profitability during
the year under review. Your Company has taken proactive
measures to address the root causes of the said recalls
and is focused on ensuring sustained quality compliance
to prevent recurrence and restore profitability in the US
market in the coming years.

UK Market

FDC International Limited ("FDCIL"), your Company's
wholly owned subsidiary incorporated in the United
Kingdom, continued to maintain its market presence during
the year under review, achieving sales of H 1,882.83 lakhs.
The UK market operated in a challenging environment
characterised by intensified competitive pricing
pressures and delayed batch releases, which resulted in
a marginal dip in sales as compared to the previous year.
Notwithstanding these headwinds, FDCIL's performance
reflects the resilience of its customer relationships and the
sustained demand for your Company's product offerings
in the UK market. Your Company remains committed to
strengthening FDCIL's product pipeline and improving its
operational efficiency to deliver improved performance in
the coming years.

South African Market

FDC SA, your Company's subsidiary operating in South
Africa, delivered an outstanding performance during
the year under review, recording an annual turnover of
H 3,969.73 lakhs and achieving a growth of 62% over
the previous year. This exceptional growth reflects the
increasing acceptance and demand for your Company's
pharmaceutical products across the African continent, the
successful expansion of FDC SA's customer base, and the
effective execution of its market development strategy.
Africa continues to be a high-priority growth market for
your Company, and your Board is confident of sustaining
the growth momentum in the years ahead.

Other International Markets

Your Company continues to maintain a well-diversified
geographical presence across multiple international
markets. Key markets in the International Formulations
segment include New Zealand, Malaysia, Australia,
Myanmar, Ukraine, and Tanzania, each of which continues
to contribute meaningfully to your Company's international
revenues. Your Company remains focused on deepening
its penetration in these markets through an expanded
product portfolio, strengthened distributor relationships,
and targeted regulatory filings to enhance market access.

Regulatory Filings and Pipeline

During the year under review, your Company successfully
completed 2 product filings in Mexico, a market that
represents a significant opportunity for your Company's
pharmaceutical portfolio. The Company has applied for
regulatory approvals for these products and, subject
to receipt of such approvals from the relevant Mexican
authorities, your Company will commence commercial
sales in Mexico and establish a meaningful presence in
the Latin American region. Your Company will continue to
evaluate and pursue regulatory filing opportunities in new
and existing markets as part of its strategy to build a robust
international product pipeline.

Outlook

Your Company's International Business Division is well-
positioned for continued growth, supported by a diversified
geographical presence, an expanding product portfolio,
strong manufacturing capabilities, and a growing base
of international partners and customers. Your Board
remains optimistic about the prospects of the International
Business Division and is committed to accelerating its
growth trajectory in the years ahead.

Research and Development: Formulations

The R&D Formulations team at FDC limited strives to
develop quality products at affordable prices within
stipulated timelines. The team strives to develop top-
quality pharmaceutical products for both domestic
and global markets. The R&D scientists are engaged
in developing new, simple and complex products using
innovative technologies and robust development
strategies. The focus area has been intensive drug care
considering different routes of administration such as
oral, ophthalmic, topical and others. A stimulating work
environment, management impetus for adoption of
complex technologies enables to develop products with
robust process to deliver quality products.

R&D is equipped with all best in class equipments such
as high pressure homogenizer, high shear homogenizer,
media mill, zeta sizer, viscometer etc needed for simple
and complex ophthalmic products development. R&D is
also equipped with granulators, mixers, mills, compression
machines, fluidized bed processors and coating machines
etc to enable simple and complex IR, DR, ER OSD
products development.

There is a constant thrust to address patient needs and
efforts to develop products for their treatment. The team
has successfully developed and transferred challenging,
technology intensive complex products from the laboratory
to the commercial level. R&D team is very competent
with members having high academic credentials such
as PhD and Mpharm and having research experience of
20 years from different pharma companies which helps
in development of products with robust process and
quality attributes.

Research & Development (R&D) division remains a key
driver of innovation, product enhancement and long¬
term growth for the Company. Our R&D activities are
focused on developing high-quality, cost effective
pharmaceutical formulations, strengthening existing
product portfolios, improving operational efficiencies and
supporting regulatory compliance across domestic and
international markets.

During the year, the Company continued to invest in
formulation development, process optimization, analytical
method development, and technology enhancement
initiatives to support future business expansion and market
competitiveness.

Key Achievements in FY 2025-26 include:

Regulatory Approvals & Pipeline Advancements

• USFDA ANDA Approvals Secured: Received
regulatory approvals for key Ophthalmic and Oral
Solid programs, expanding market reach:

• Ophthalmics: Olopatadine Ophthalmic Solution
(0.2%), Moxifloxacin Ophthalmic Solution
(0.5%), Pilocarpine Ophthalmic Solution
HCl (1%, 2%, 4%).

• Oral Solids: Fluconazole Tablets (50mg, 100mg,
150mg, 200mg) and Cefixime Powder for Oral
Suspension (100mg/5mL, 200mg/5mL).

• ANDA Submission Readiness Achieved: Completed
exhibit batch execution, ensuring full readiness
for upcoming USFDA submissions across
critical therapy areas:

• Ophthalmics: Brimonidine Tartrate Timolol
Maleate (0.2% 0.5%), Azelastine Ophthalmic
Solution (0.05%), and Timolol Gel Forming
Solution (0.25% & 0.5%). ¹

(Blackcurrant, Lime, Mango, and Lychee) in FY 2025¬
26 to drive market penetration.

Domestic , International & Rest of World (ROW) Expansion

• ROW Market Pipeline: Finished exhibit batch
execution for Azithromycin Tablets (250mg, 500mg);
filing is scheduled for FY 2026-27.

• CIS/Ukraine Market Optimization: Completed exhibit
batch execution for a paraben-free formulation
of Gripout Tablets; variation filing is scheduled
for FY 2026-27.

Synthesis and Analytical

The Research and Development centre located at
Kandivali (Mumbai) is engaged in various activities such
as process development of niche API’s, particularly
in area of Ophthalmic, Antipsychotic , GLP-1 receptor
antagonist, NSAIDs, Anti fungal , thyroid hormone receptor-
beta (THR-p) agonist, Antihistaminic, Bronchodilator
and New Chemical entity (NCE). It is also focusing on
development of advanced prostaglandins derivatives for
ophthalmic treatment.

This centre has developed and demonstrated expertise
in synthetic organic chemistry, process scale up and
technical capabilities of multistep organic synthesis,
supported by Analytical Development using various
hyphenated instruments like HPLC, Preparative HPLC,Flash
chromatography, GC, UPLC,TGA,LCMS, GCMS and XRD.

The work initiatives on life cycle management of existing
drug substances focuses on cost effectiveness, backward
integration, reduction of waste and gaseous emmissions
and meeting regulatory requirement to attain accreditation
from various World Drug Regulatory Authorities.

In addition to this, synthesis of Peptide molecules for
treatment of Osteoporosis, Anti diabetic, Weight loss
and Irritable bowel syndrome with constipation such
as Decapeptide, Semaglutide, Tirzepatide, Linaclotide,
Teriperatide, among others are also being carried out. The
centre has also tied up with globally renowned academic
and research institutions.

The other highlights of the process developments of
generic drug molecules are:

• Non-infringing and cost-effective processes

• Usage of environment friendly

manufacturing processes

• Application of green chemistry principles for protection
of environment and to reduce aqueous effluents,
gaseous emissions and solid waste generation.

• Development of desired polymorphs and particle size
distributions required for FnD studies.

• Usage of classical chemistry and asymmetric
synthesis for development of chiral drugs.

• Advanced state-of-the-art new flash and preparative
chromatography technique having ELSD for
enhancing purity and yield on commercial scale

• Upgradation of electronic laboratory notebook (ELN)
software with 21 CFR compliance for recording
laboratory experiments. Moving towards state-of-the-
art 21 CFR compliant & paperless R&D centre.

• Scale up and technology transfer activities ensuring
overall chemical safety standards and protection
of inventions through intellectual property
rights, i.e. patents

• Life cycle management of existing products from green
chemistry point of view, yield improvement, capacity
building, quality enhancement and cost reduction

• Selective enzymatic chemical process development
for required stereo selective isomer.

• Regulatory filings to various international regulatory
agencies like US(FDA), Europe (CEP), Japan (PMDA),
Brazil (Anvisa), China (SFDA), etc.

• Publication in the International Journal of
Pharmaceutical Chemistry and Analysis on novel
lifitegrast analogues and their potential role as
inhibitors of lymphocyte function-associated
antigen-1 (LFA-1). Further, various publications arising
from OPR&D initiatives were featured in journals and
publications of the American Chemical Society (ACS),
reflecting the Company’s continued focus on research
excellence and scientific advancement.

Biotechnology

The Company has initiated a strategic technology
development program in collaboration with an external
partner for the co-development of a portfolio of high-
value biosimilar molecules aligned with emerging
market opportunities and future therapeutic trends in the
biologics segment. The program focuses on development
of biologic therapies in areas such as ophthalmology,
immunology, autoimmune disorders, and metabolic bone
diseases, in line with the Company’s long-term growth
strategy and evolving healthcare needs.

Under this collaboration, both parties are jointly engaged
in advancing the development program through their
respective capabilities and resources to support technology
development and innovation objectives

The objective of this initiative is to develop cost-effective
biosimilars and bio-better molecules using advanced
expression systems and high-throughput technologies,
enabling the Company to establish a strong presence in
the high-value biologics segment.

Upon successful technology development and transfer, the
products are proposed to be commercialized exclusively
by the Company in the Indian market. This initiative is
expected to strengthen the Company’s biologics pipeline

and create long-term value through differentiated, high-
margin products.

Nutraceuticals

The R&D foods division of FDC Limited specialises in
the development of nutraceutical products including
Rehydration and 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:

• Heightened consumer awareness regarding

preventive healthcare

• A rapidly aging population

• The emergence of e-commerce platforms expanding
global access to personalised nutrition solutions.

A dynamic segment within this industry is sports nutrition,
which includes a wide range of performance-enhancing
beverages, powders and supplements.

The demand for these products has increased significantly
among athletes, fitness enthusiasts and health-conscious
consumers seeking to improve:

• Stamina

• Muscle growth

• Endurance

• Overall well-being

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

The Company continues to evaluate opportunities to
expand its infant nutrition and daily-health product portfolio
as part of its ongoing innovation strategy.

Intellectual Property Rights (IPR)

During the fiscal year 2025-2026, three patent applications
were filed pertaining to Novel process for preparation of
Salcaprozate sodium, a method for reducing nitrosamine
drug substance-related impurities and Novel process for
preparation of Cariprazine hydrochloride.

Financial Performance Highlights

In FY 2025-26, FDC registered a standalone total income of
H 2,23,732.78 Lakhs compared to H 2,17,563.03 Lakhs in the
previous year. The earnings before interest, taxes,
depreciation and amortization (EBITDA) amounted
to H 35,218.00 Lakhs in FY 2025-26 as compared to

Internal Financial Control and their Adequacy

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.

Human Resources Initiatives at FDC

At FDC, we are committed to fostering a safe, secure, and
healthy working environment that enables our employees
to thrive. Our Human Resource strategies are designed to
align closely with the company’s mission of excellence
and sustainable growth, while supporting the personal
and professional aspirations of our workforce. Our efforts
are driven by the core principles of inclusiveness, respect,
capability building, career development, and human
rights protection.

We continue to strive toward exceeding both internal
and external benchmarks in employee productivity and
performance. Being future-ready is a cornerstone of
our approach—achieved through focused initiatives
in leadership development, cultural integration, and
skills enhancement.

To support these goals, we have built a robust learning
and development ecosystem. This includes hybrid training
models combining on-site sessions with web-based, self-
paced learning. Our internal training team plays a vital role in
equipping our sales force with product knowledge, scientific
understanding, and effective sales strategies. Leadership
development is further strengthened through management
effectiveness programs tailored for current and future leaders.

H 32,024.70 Lakhs in the previous year. The net
profit after taxation stood at H 28,592.34 Lakhs
in FY 2025-26 as compared to H 27,362.60 Lakhs in the
previous year. On a consolidated basis, the Company
registered a total income of H 2,28,445.15 Lakhs in
FY 2025-26 as compared to H 2,19,878.12 Lakhs
in the previous year.

In compliance with SEBI Listing Obligations and Disclosure
Requirements (LODR), FDC has adopted a Code of Conduct
and Work Ethics Policy as well as a Whistle Blower Policy,
which are available on our website (www.fdcindia.com).

Key Focus Areas and Initiatives

During FY 2025-26, the Human Resources function
continued to focus on strengthening organisational
capability, building a future-ready workforce, fostering
constructive employee and industrial relations, enhancing
employee engagement, and strengthening governance
and compliance across the organisation. Key initiatives
undertaken during the year were aimed at creating
sustainable value through effective talent management,
capability building, workforce productivity and robust
people practices.

• Industrial Relations and union engagement-

• Successfully concluded long-term settlements:

• Waluj Union: 48 month term.

• Legal Case Managemen:

• Settled 04 legal cases, including several
via out-of- court settlements.

• Early Retirement Scheme (ERS):

• The scheme was successfully
implemented for three employees.
(3 in Waluj)

• Talent Acquisition and Workforce Capability

The Company continued to strengthen its talent
acquisition approach with a focus on improving
quality, speed and cost efficiency. Nearly 98% of
positions were closed through direct sourcing and
internal networks, significantly reducing dependence
on external search firms. Talent mapping was
undertaken for critical positions to build a stronger

pipeline of potential talent and support future
succession requirements.

Focused efforts were also made to improve
recruitment turnaround times across organisational
levels and maintain adequate manpower availability,
particularly in the India Sales and Marketing
organisation. A structured approach was adopted
to manage field vacancies and maintain optimal
manning levels.

• Employee Retention, Engagement and Onboarding

To strengthen proactive employee retention, an
organisation-wide Early Warning System was
introduced, categorising employees into Red, Orange
and Green segments based on potential retention
risks. This enabled Corporate HR and business
leadership to identify areas of concern and undertake
timely interventions.

Employee engagement was further institutionalised
through the development of location-specific
engagement calendars. A standardised induction
framework was also implemented across FDC
locations to provide new employees with a more
consistent and structured onboarding experience.

• Industrial Relations and Employee Relations

The Company successfully concluded a 48-month
Long-Term Settlement with the Waluj Union,
reinforcing stable and constructive industrial
relations and providing a framework for sustained
industrial harmony.

The legal case management process was
strengthened through closer monitoring of pending
matters and active engagement with legal counsel.
During the year, four legal cases were successfully
resolved, including cases settled through out-of-court
resolution where appropriate.

The Early Retirement Scheme was also successfully
implemented for three employees at Waluj.

• Building Future Talent and Organisational Capability

The Company continued its focus on building a
future talent pipeline by onboarding management
interns from leading Tier-I business schools. The
programme provided a structured framework
comprising induction, project allocation, mentoring
and periodic review.

Capability development was also strengthened
across manufacturing locations through the
introduction of structured non-technical and
behavioural training programmes. Training needs
were identified in consultation with Unit Heads
and Unit HR teams, and training calendars were
developed to address identified organisational and
people capability requirements.

• Governance, Compliance and Workplace Practices

HR continued to strengthen the Company’s people
governance and compliance framework. POSH
awareness programmes were conducted, and the
Internal Committee structure was strengthened to
reinforce a safe, respectful and compliant workplace.

HR also provided comprehensive support for the
Company’s BRSR reporting, covering employee
welfare, diversity, ESG and governance-related data.

In preparation for evolving labour legislation, a Wage
Code-aligned compensation restructuring framework
was developed to strengthen the Company’s
compliance readiness and provide a structured
approach towards implementation.

The Company also continued to strengthen its people
policies and processes, including the Leave Policy
and grievance redressal mechanisms, with emphasis
on consistency, transparency and effective resolution.

• Productivity and Cost Management

A structured review of overtime costs was initiated
across locations, with Unit Heads and Unit HR teams
jointly monitoring overtime utilisation and identifying
opportunities for phased reduction. The initiative
was aimed at improving workforce productivity
and cost efficiency while ensuring that operational
requirements continued to be effectively supported.

• Diversity, Inclusion and Employee Connect

The Company continued to promote an inclusive
and engaging workplace through organisation-wide
initiatives and employee engagement programmes.
Initiatives recognising employee contribution and
service, along with programmes promoting teamwork,
wellness and diversity, contributed to strengthening
employee connect across locations.

• Organisational and Infrastructure Support

The HR and Administration function also supported
key organisational initiatives during the year,
including the successful shifting of operations to the
FDC House, while ensuring continuity of business
operations and infrastructure readiness. The function
also supported the establishment of the new Laxmi
Marketing Office and other administrative initiatives
necessary to support the Company’s evolving
business requirements.

Overall, the Human Resources function remained
focused on building a high-performance, engaged
and future-ready organisation. Through its initiatives
in talent acquisition, retention and capability building,

EHS

EHS policy was reviewed and strengthened to improve
compliance, workplace safety, and sustainability

practices. Safety Week was celebrated across
locations through awareness sessions, workshops, and
employee participation.

Software taken for EHS tracking

These HR initiatives are a testament to FDC’s commitment
to fostering a high-performance culture grounded in values,
engagement, and future-readiness. Our focus remains on
empowering employees, enabling leadership, and building
an inclusive, agile workforce aligned with business goals.

Cautionary Statement

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. Change of Registered Office Address:

During the year, with the approval of Shareholders by way
of Postal Ballot the registered office of the Company was
shifted from "B-8, M.I.D.C. Industrial Area, Waluj - 431
130, Chhatrapati Sambhaji Nagar, Maharashtra, India” to
"FDC House, C-11 & 12, Dalia Industrial Estate, Oshiwara
Village, Off New Link Road, Andheri - West, Mumbai -
400053 Maharashtra, India.”

10. Business Responsibility & Sustainability Report

As per Regulation 34 of the SEBI Listing Regulations,
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, 2026
containing basic information about the Company’s
sustainability practices is annexed as "Annexure - A”.

11. Consolidated Financial Statement

The consolidated financial statements for the year
ended March 31, 2026 pursuant to Section 129(3) of the
Companies Act, 2013, form part of this Annual Report.

12. Subsidiaries and its Operations

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. onhttps://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 athttps://
www.fdcindia.com/pdf/policies/Policy on Material
Subsidiaries.pdf

13. 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, 2026, 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, 2026 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.

14. Particulars of Loans, Guarantees and Investments

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, 2026, 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.

15. Auditors and Audit Reports:

• Statutory Auditor:

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 82^nd AGM held on September 22, 2022 to hold
office till the conclusion of the 87^th 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, 2026. The Statutory
Auditors’ report for Financial Year 2025-26 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.

• Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act
and the Rules made thereunder, the Members of
the Company, 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 a period of five years from the financial year 2025¬
26 to financial year 2029-30.

The Secretarial Audit Report for the financial year
2025-26 is set out in 'Annexure - C’ to this Report.

The Secretarial Compliance Report received from
M/s. Sanjay Dholakia & Associates, for the financial

year 2025-26, 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 2025¬
26 does not contain any qualification, reservation, or
adverse remark.

• Cost Auditor:

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 2026-27.

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
2026-27, subject to ratification of their remuneration
at the ensuing 86^th (Eighty Sixth) 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 86^th Annual General
Meeting of the Company.

16 Public Deposits

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.

17. Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo

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.

18. Directors and Key Managerial Personnel:

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/re-
appointments/resignations of any Board Members.

Immediate Events after 31^st March, 2026:

CA. Uday Kumar Gurkar (DIN: 01749610) completed tenure
from the Board directorship and ceased to be a Director of
the Company w.e.f. 1^st April, 2026.

CA Kishore M Saletore (DIN: 01705850 ) was appointed
as an Additional Independent Director with effect from
1^st April, 2026.

Mr. Mohan Anand Chandavarkar (DIN: 00043344) was re¬
designated as Chairman & Managing Director with effect
from 1^st April, 2026.

Retirement by Rotation of Director:

In accordance with provisions of the Act and the
Articles of Association of the Company, Mr.Ashok Anand
Chandavarkar, Executive Director of the Company, retires
by rotation at the 86^th Annual General Meeting and being
eligible, has offered himself for re-appointment. The
Profile of Director seeking reappointment pursuant to
Regulation 36 of the SEBI Listing Regulations is included
in the Notice of the 86^th Annual General Meeting and the
statement annexed thereto.

Key Managerial Personnel:

During the year, there were following changes in the Key
Managerial Personnel:

1. Mr. Vijay D. Bhatt resigned as CFO with effect from
21^st October, 2025.

2. Mr. Vishal D. Shah appointed as CFO with effect from
24^th October, 2025.

19. Remuneration of Directors, Key Managerial
Personnel And Senior Management

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 toinvestors@fdcindia.com.

20. Corporate Governance

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.

21. Risk Management

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 athttps://www.fdcindia.com/pdf/policies/
Risk Management Policy.pdf

Cyber Security

The Company has established requisite technologies,
processes and practices designed to protect networks,
computers, programs and data from external attack,
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.

22. Nomination and Remuneration Policy

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 athttps://www.fdcindia.com/pdf/policies/
Nomination and Remuneration Policy.pdf.

23. Meetings of The Board and Committees Thereof

During the year, Seven (7) 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.

24. Committees

As on March 31, 2026, 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.

25. Board & Directors Evaluation

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.

26 Familiarisation Program for Independent
Directors

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

27. Declaration from Independent Directors

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 2025-26, there has been
no change in the circumstances affecting their status as
Independent Directors of the Company.

28. Vigil Mechanism/ Whistle Blower Policy

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 2025-26, 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

29. Code of Conduct

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 31,2026. A Certificate
duly signed by the Mr. Mohan A. Chandavarkar, Chairman
& 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

30. Prevention of Insider Trading

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.

31. Related Party Transactions

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. athttps://
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.

32. Disclosure Under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

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 athttps://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 31,2026.

The Company is committed to create and maintain an
atmosphere in which employees can work together without
fear of sexual harassment and exploitation. Every employee
is made aware that the Company is strongly opposed to
sexual harassment and that such behavior is prohibited
both by law and the Company.

The following is the summary of Sexual Harassment
complaints received and disposed of during the
year 2025-2026:

33. Compliance With Maternity Benefits Act, 1961

The Company is in compliance with the provisions relating
to the Maternity Benefits Act, 1961.

34. Compliance with Secretarial Standard on Board
and General Meetings:

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.

35. Internal Financial Controls:

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.

36. Details of Fraud Reported by the Auditors:

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.

37. Corporate Social Responsibility (CSR):

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.

38. Extract Of Annual Return

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, 2026, is
available on the website of the Company athttps://www.
fdcindia.com/stock-exchange-compliances

39. Industrial Relations

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

40. Transfer of Unpaid and Unclaimed Dividend
Amounts And Shares to Investor Education and
Protection Fund (IEPF)

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 2025-26, none of the dividend accounts
have completed seven years. Hence none of the dividend
account was due for transfer to IEPF.

However, out of the Interim Dividend for Financial year
2025-26 dividend amounting to H 22,49,429/- (belonging to
the Shareholders whose shares are lying with IEPF), was
transferred to IEPF.

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. athttps://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.

41. Environment, Health and Safety

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.

42. Significant and Material Orders Passed by the
Regulators or Courts

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.

43. Acknowledgements

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.

On behalf of the Board of Directors
For FDC Limited

SD/- SD/-

Mohan A. Chandavarkar Ashok A. Chandavarkar

Place: Mumbai Chairman & Managing Director Executive Director

Date: May 27, 2026 DIN: 00043344 DIN: 00042719

1

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