Your Directors are pleased to present the Company's Seventy Eighth Annual Report on the business
and operations of Indoco Remedies Limited, along with the summary of the Audited Standalone and
Consolidated Financial Statements for the financial year ended March 31,2025.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

The highlights of the performance of the Company for the year ended March 31, 202 5 is summarized
below:

RESULTS FROM OPERATIONS
On Standalone Basis

The Total income stood at ' 1,536.67 crores in FY2 5 as compared to ' 1,799.32 crores in FY24. The Profit/
(Loss) Before Tax stood at ' (7.37) crores in FY25 as compared to ' 153.24 crores in FY24. The Net Profit/
(Loss) after Tax (Before OCI) stood at ' 13.22 crores in FY2 5 as compared to ' 116.66 crores in FY24.

On Consolidated Basis

The Total income stood at ' 1,670.37 crores in FY2 5 as compared to ' 1,827.14 crores in FY24. The Profit/
(Loss) Before Tax stood at ' (74.37) crores in FY2 5 as compared to ' 135.80 crores in FY24. The Net Profit/
(Loss) after Tax (Before OCI) stood at ' (77.95) crores in FY25 as compared to ' 97.01 crores in FY24.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31,2025 have been prepared in accordance
with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 as amended from time to time.

DIVIDEND

Based on the Company's performance, the Board of Directors recommended a dividend of ' 0.20 per
equity share of ' 2/- each (10%) for the financial year 2024-2025.

The dividend on equity shares is subject to the approval of the members at the Seventy-Eighth Annual
General Meeting ("AGM") scheduled to be held on Thursday, September 1 1, 2025.

Dividend for the financial year 2023-2024 was ' 1.50 per equity share (75%).

The Register of Members and Share Transfer Books of the Company will remain closed from Friday,
September 05, 2025 to Thursday, September 1 1,2025 (both days inclusive) for the purpose of payment of
the dividend for the financial year ended March 31, 202 5.

According to Regulation 43A of the SEBI Listing Regulations, the top 1,000 listed entities based on market
capitalization, calculated as on March 31 of every financial year are required to formulate a Dividend
Distribution Policy which shall be disclosed on the website of the listed entity and a web link shall also be
provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company which
is based on the need to balance the twin objectives of appropriately rewarding its shareholders with
dividend and of conserving resources to meet its future needs, can be accessed using the following link:
https://www.indoco.com/policies/IRL_dividend_distribution_policy.pdf.

TRANSFER TO RESERVES

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

SHARE CAPITAL

The Nomination and Remuneration Committee in its meeting held on January 21, 2025 has issued and
allotted 65,700 Equity Shares to the Indoco Employees Welfare Trust under Indoco Remedies Limited
Employee Stock Option Plan - 2022.

Further to the above allotment, the paid-up share capital of the Company has increased from
' 18,43,64,410 (consisting of 9,21,82,205 equity shares of face value of ' 2 each) as on March 31,2024 to
' 18,44,95,810 (consisting of 9,22,47,905 equity shares of face value of ' 2 each) as on March 31,2025.

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

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

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

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31, 2025, the Company has 5 Subsidiary Companies.

> Xtend Industrial Designers and Engineers Private Limited

> Warren Remedies Private Limited

> Indoco Remedies Czech S.R.O.

> Indoco Remedies UK Limited

> FPP Holding Company, LLC

As on March 31, 202 5, the Company has 2 Associate Companies.

> Jalansar Wind Energy Private Limited*

> Kanakal Wind Energy Private Limited*

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

During the financial year 2024-2025, no company has become or ceased to be associate/subsidiary/joint
venture of the Company.

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

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

Further, pursuant to Section 136 of the Act, the financial statements of the Company including consolidated
financial statements along with relevant documents and separate audited accounts in respect of subsidiaries
are available on the website of the Company - www.indoco.com. Any person desirous of obtaining
the said Financial Statements may write to compliance.officer@indoco.com. There have been no
material changes in the nature of the business of the subsidiaries and associates during the financial year
2024-202 5.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Anand M Nadkarni (DIN: 06881461)

In terms of provisions of the Section 152(6) of the Act and the Articles of Association of the Company, Dr.
Anand M Nadkarni (DIN: 06881461), Non-Executive and Non-Independent Director of the Company retires
by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
The Board of Directors recommends his re-appointment.

Ajay Mulgaokar (DIN: 10457626)

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the
Company, at its meeting held on January 23, 2024, appointed Mr. Ajay Mulgaokar as an Additional
Director designated as Independent Director for a period of five consecutive years effective from April 01,

2024 to March 31, 2029 subject to the approval of the shareholders. The Shareholders of the Company,
vide postal ballot concluded on June 27, 2024 approved the appointment of Mr. Ajay Mulgaokar as an
Independent Director of the Company for a period of five consecutive years effective from April 01, 2024
to March 31, 2029.

Satish Shenoy (DIN: 00230711)

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company,
at its meeting held on January 23, 2024, appointed Mr. Satish Shenoy as an Additional Director designated
as Independent Director for a period of five consecutive years effective from April 01, 2024 to March 31,

2029 subject to the approval of the shareholders. The Shareholders of the Company, vide postal ballot
concluded on June 27, 2024 approved the appointment of Mr. Satish Shenoy as an Independent Director
of the Company for a period of five consecutive years effective from April 01, 2024 to March 31, 2029.

Vasudha V Kamat (DIN: 07500096)

Dr. (Ms.) Vasudha V Kamat will complete her first term of five consecutive years as a Non-Executive
Independent Director of the Company on September 23, 2025. The Board, on recommendation of the
Nomination and Remuneration Committee and considering her expertise and experience and on the basis
of the performance evaluation report, had approved her re-appointment as a Non-Executive Independent
Director of the Company for a second term of five consecutive years commencing from September 24,

2025 to September 23, 2030 (both days inclusive), subject to the approval of the shareholders of the
Company at the ensuing 78^th Annual General Meeting.

Abhijit Y Gore (DIN: 00301688)

Mr. Abhijit Y Gore will complete his first term of five consecutive years as a Non-Executive Independent
Director of the Company on October 02, 2025. The Board, on recommendation of the Nomination and
Remuneration Committee and considering his expertise and experience and on the basis of the performance
evaluation report, had approved his re-appointment as a Non-Executive Independent Director of the
Company for a second term of five consecutive years commencing from October 03, 202 5 to October 02,

2030 (both days inclusive), subject to the approval of the shareholders of the Company at the ensuing 78^th
Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 1 34(5) read with Section 134(3)(c) of the Act, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year
ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

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

e. the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

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

DISCLOSURE RELATED TO BOARD AND COMMITTEES
Board Meetings

The Board of Directors met five (5) times during the financial year 2024-2025 on May 16, 2024, July 23,

2024, October 24, 2024, January 21, 2025 and March 25, 2025. The particulars of attendance of the
Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a
part of this Annual Report. The intervening gap between the meetings was within the period prescribed
under the Act and SEBI Listing Regulations.

Board & Committees of the Board

As on March 31, 2025, the Board had 6 (Six) Committees viz: Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility
Committee, Risk Management Committee and Committee of Executive Directors. A detailed note on the
composition of the Board and its Committees is provided in the Corporate Governance Report that forms
part of this Annual Report.

The Board of Directors of your Company in its meeting held on January 23, 2024 reconstituted Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and
Risk Management Committee w.e.f. April 01, 2024 due to cessation of Mr. Divakar M Gavaskar (DIN:
00157378) and Mr. Rajiv P Kakodkar (DIN: 01519590), as an Independent Directors of the Company at
the closure of business hours on March 31, 2024 and induction of Mr. Ajay Mulgaokar (DIN: 10457626)
and Mr. Satish Shenoy (DIN: 0023071 1) as Independent Directors of the Company w.e.f. April 01,2024.

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

During the year, the evaluation of the annual performance of individual Directors including the Chairman
of the Company and Independent Directors, Board and Committees of the Board was carried out under
the provisions of the Act, relevant rules, and the Corporate Governance requirements as prescribed under
Regulation 17 of SEBI Listing Regulations and based on the SEBI Master Circular No. SEBI/HO/CFD/

PoD2/CIR/P/0155 dated November 1 1, 2024, with respect to Guidance Note on Board Evaluation, The
Nomination and Remuneration Committee had approved the criteria for the performance evaluation of
the Board, its Committees and individual Directors as per the SEBI Guidance Note on Board Evaluation,

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

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

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

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

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

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

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

Declaration by Independent Directors

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

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

Statement of Board of Directors

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

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company
has put in place a Familiarisation Programme for the Independent Directors to familiarise them with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model etc. The details of the Familiarisation Programme conducted are
available on the website of the Company at www.indoco.com and can be accessed through the web link:
https://www.indoco.com/policies/Familiarization_programme_for_independent_directors.pdf.

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

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

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

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

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

4. Remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the Company and its goals.

The Nomination and Remuneration Policy of the Company on Directors' appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence of a director and
other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website, at
https://www.indoco.com/policies/Nomination_and_Remuneration_Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in "Annexure B" to this Board's Report.
Further, the information pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is
available for inspection at the Registered office of the Company during business hours and pursuant to the
second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members
excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company
Secretary/ Compliance Officer either at the Registered Office address or by email to compliance.officer@
indoco.com.

EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS

The Company has adopted and implemented the indoco Remedies Limited Employee Stock Option
Plan - 2022 ("Plan") pursuant to the approval of its shareholders at the 75^th Annual General Meeting held on
September 22, 2022, with an objective of enabling the Company to attract and retain talented employees
by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect
in their efforts in building the growth and the profitability of the Company. The Plan is implemented
through the indoco Employees Welfare Trust which will acquire the shares of the Company by way of
fresh allotment from the Company and will transfer the shares to the eligible employees upon exercise
by them of vested Options/RSUs within the exercise period and subject to payment of exercise price and
satisfaction of tax obligation, if any, arising thereon. The Plan is administered by the Nomination and
Remuneration Committee of the Company which is designated as Compensation Committee in pursuance
of Securities and Exchange Board of india (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, for the purpose of administration and implementation of the Plan. The maximum number of shares
under the Plan shall not exceed 13,82,256 equity shares.

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

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

CORPORATE POLICIES

The details of the various policies approved and adopted by the Board of Directors as required under the
Act and various SEBi regulations are provided below. The policies are reviewed periodically by the Board
and updated as needed. The Board at its meeting held on March 25, 202 5 revised and adopted the "Policy
for Determination of Materiality of Events", "Policy on Materiality of Related Party Transactions", "Policy
for Determining Material Subsidiaries" and "insider Trading Code".

Key policies that have been adopted are as follows:

CORPORATE SOCIAL RESPONSIBILITY

in compliance with the requirements of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social
Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held
are detailed in the Corporate Governance Report, forming part of this Annual Report. The CSR Policy
of the Company is available on the website of the Company and can be accessed through the web link:
https://www.indoco.com/policies/Corporate_Social_Responsibility_Policy.pdf

The unspent CSR amount of ' 24,00,000/- (Rupees Twenty Four Lakhs Only) which was transferred to
"indoco Remedies Limited Unspent Corporate Social Responsibility Account for financial year 2023¬
2024" in accordance with Section 135(6) of the Act is spent on the allocated ongoing project in the
financial year 2024-2025.

The CSR amount remaining unspent under Section 135(5) of the Act pursuant to ongoing projects for the
financial year 2024-2025, has been transferred to Unspent Corporate Social Responsibility Account in
accordance with Section 135(6) of the Act and such amount shall be spent by your Company in pursuance
of its obligation within the approved timelines.

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

INTERNAL FINANCIAL CONTROLS

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

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

RISK MANAGEMENT

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

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

AUDITORS
Statutory Auditor

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

Statutory Audit Report

During the financial year 2024-2025 no fraud has occurred, noticed and/or reported by the Statutory
Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as
amended from time to time).

The Auditor's Report for the financial year ended March 31, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer and has been issued with an unmodified opinion, by the Statutory
Auditors.

Secretarial Auditor

In terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of
Directors on the recommendation of the Audit Committee, has re-appointed CS Ajit Sathe- Proprietor of
A. Y. Sathe & Co., Company Secretaries (FCS 2899/COP 738) to undertake the Secretarial Audit of the
Company for one term of 5 (Five) consecutive years to hold office from the conclusion of the 78^th (Seventy
Eighth) Annual General Meeting till the conclusion of 83^rd (Eighty Third) Annual General Meeting of the
Company to be held in the year 2030.

Secretarial Audit Report

The Secretarial Audit was carried out by A. Y. Sathe & Co., Company Secretaries in Practice (FCS 2899/
COP 738) for the financial year 2024-202 5. The Report given by the Secretarial Auditor is annexed
as "Annexure D" and forms an integral part of this Board's Report. During the year under review, the
Secretarial Auditor has not reported any matter under Section 143 (12) of the Act, therefore no detail is
required to be disclosed under Section 134 (3) (ca) of the Act.

The Secretarial Report for the financial year ended March 31, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer.

Cost Auditor

The Company is required to maintain Cost Records as specified by the Central Government under Section
148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company.
The Board has re-appointed M/s. Joshi Apte and Associates, Cost Accountants, (Firm's Registration
No. 00240) as Cost Auditor of the Company for conducting Cost Audit of your Company for the financial
year 2025-2026 at a remuneration of ' 1,80,000/- (Rupees One Lakh and Eighty Thousand Only) per
annum. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed
before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's
ratification for the remuneration payable to M/s. Joshi Apte and Associates, Cost Auditors for financial year
2025-2026 is included at Item No. 4 of the Notice convening the Annual General Meeting.

LOANS, GUARANTEES & INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

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

There were no material related party transactions entered by the Company during the year under review.

All related party transaction(s) are first placed before Audit Committee for approval and thereafter such
transactions are also placed before the Board for seeking their approval, Prior approval of the Audit
Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions
which are of a foreseen and repetitive nature, The transactions entered into pursuant to the prior approval
so granted are audited and a statement giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval on a quarterly basis,

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, is provided as "Annexure F" to this Board's Report,

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i,e,, SS-1 and SS-2, relating to
"Meetings of the Board of Directors" and "General Meetings", respectively,

ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made
available on the website of the Company and can be accessed at https://www.indoco.com/inv-extract-
of-annual-return.asp,

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report ("BRSR") on initiatives taken from an environmental, social and governance perspective, in the
prescribed format is provided in a separate section and forms part of this Annual Report,

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

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

PREVENTION OF SEXUAL HARASSMENT

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

DEPOSITS

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

OTHER DISCLOSURES

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

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors
Indoco Remedies Limited

Sd/-

Suresh G Kare

Place : Mumbai Chairman

Date : May 22, 2025 DIN: 00179220