FDC Director Discussions


Dear Members,

Your Directors take pleasure in presenting the 83rd Annual Report together with the Audited Accounts of FDC Limited ("the Company/your Company") for the year ended March 31, 2023 ("the Year").

1. FINANCIAL RESULTS

( in Lakhs)

Particulars

Standalone

Consolidated

FY 202223 FY 202122 FY 202223 FY 2021-22
Revenue from Operations 1,77,703.21 1,51,896.51 1,78,375.02 1,52,791.95
Other income 5,391.16 7,873.35 4,985.56 7,609.49
Total Income 1,83,094.37 1,59,769.86 1,83,360.58 1,60,401.44
Profit (before finance costs and depreciation/ amortization) 30,848.73 32,557.98 30,082.99 32,978.17
Finance costs 403.86 304.79 408.72 308.95
Depreciation and amortization 3,875.76 3,708.11 3,893.94 3,730.21
Profit Before tax 26,569.11 28,545.08 25,780.33 28,939.01
Less: Taxation
-Current Tax 6,900.00 6,800.00 6,902.05 6,854.71
-Deferred Tax (427.53) (218.48) (504.53) 467.81
Profit After Tax 20,096.64 21,963.56 19,382.81 21,616.49
Other

Comprehensive Income/(Loss) for the year

72.04 764.62 84.58 699.70
Total

Comprehensive Income/(Loss) for the year

20,168.68 22,728.18 19,467.39 22,316.19
Earnings per equity share (Basic & Diluted) (Face value 1) 12.09 13.01 11.66 12.81

2. COMPANYS PERFORMANCE

On a consolidated basis, your Company achieved a total income of 1,83,360.58 Lakhs for FY 2022-23 as against total income of 1,60,401.44 Lakhs in the previous year. Your Company reported a net profit of 19,382.81 Lakhs for FY 2022-23 against a net profit of 21,616.49 Lakhs for the previous financial year.

On a standalone basis, your Company achieved a total income of 1,83,094.37 Lakhs for FY 2022-23 as against total income of 1,59,769.86 Lakhs in the previous year. Your Company reported a net profit of 20,096.64 Lakhs for FY 2022-23 against a net profit of 21,963.56 Lakhs in the previous financial year.

3. TRANSFER TO RESERVES

During the year, the Company had transferred the amount of 50,000 Lakhs from Retained Earnings to General Reserves.

4. CHANGE IN NATURE OF BUSINESS:

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

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31,2023 is as follows:

Subscribed and Paid-up share capital : March 31, 2023 March 31, 2022
16,59,10,084 (Previous year 16,59,10,084 16,88,10,084
16,88,10,084) Equity shares of
1 each, fully paid-up

(During the year the Company had Bought back its 29,00,000 Equity Shares through Stock Exchange. The buyback was approved by board of directors at their meeting held on February 09,2022 and Completed on May 12, 2022).

6. DIVIDEND

The Company has not declared Dividend during the financial year ended March 31,2023.

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 Companys website at https://www.fdcindia.com/pdf/ policies/DIVIDEND DISTRIBUTION POLICY OF FDC LIMITED.pdf.

7. Management Discussion and Analysis FY 2022-23

The Management of the Company presents the analysis of the Companys performance for the financial year ended on March 31, 2023, and its outlook for the future. This outlook is based on an assessment of the current business environment. It may vary due to future economic and other developments, both in India and abroad.

WORLD ECONOMIC OUTLOOK, APRIL 2023: A ROCKY RECOVERY

The baseline forecast is for growth to fall from 3.4% in 2022 to 2.8% in 2023, before settling at 3.0% in 2024. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7% in 2022 to 1.3% in 2023. In a plausible alternative scenario with further financial sector stress, global growth declines to about 2.5% in 2023 with advanced economy growth falling below 1%. Global headline inflation in the baseline is set to fall from 8.7% in 2022 to 7.0% in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly. Inflations return to target is unlikely before 2025 in most cases.

(Source: World economic outlook, IMF report as per April 2023 Report)

INDIAN ECONOMY OVERVIEW

As per the World Bank, Indias growth continues to be resilient despite some signs of moderation. The update notes that although significant challenges remain in the global environment, India maintains its position as one of the fastest- growing economies in the world. The overall growth remains robust and is estimated to be 6.9% for the full year, with real GDP growing 7.7% year-on-year during the first three quarters of FY 2022-23. There were some signs of moderation in the second half of FY 2022-23. Growth was underpinned by strong investment activity bolstered by the Governments capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7% in FY 2022-23 but the current-account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

ECONOMIC OUTLOOK

After real GDP contracted in FY 2020-21 due to the COVID-19 pandemic, growth bounced back strongly in FY 2021-22, supported by accommodative monetary and fiscal policies and wide vaccine coverage. Consequently, in 2022, India emerged as one of the fastest-growing economies in the world, despite significant challenges in the global environment - including

renewed disruptions of supply lines following the rise in geopolitical tensions, the synchronized tightening of global monetary policies, and inflationary pressures.

In FY 2022-23, Indias real GDP expanded by an estimated 6.9%. Growth was underpinned by robust domestic demand, strong investment activity bolstered by the Governments push for investment in infrastructure, and buoyant private consumption, particularly among higher income earners. The composition of domestic demand also changed, with Government consumption being lower due to fiscal consolidation.

Since Q3 FY 2022-23, however, there have been signs of moderation, although the overall growth momentum remains robust. The persisting headwinds - rising borrowing costs, tightening financial conditions and ongoing inflationary pressures - are expected to weigh on Indias growth in FY 2023-24. Real GDP growth is likely to moderate to 6.3% in FY 2023-24 from the estimated 6.9% in FY 2022-23.

Both the general government fiscal deficit and public debt to GDP ratio increased sharply in FY 2020-21 and have been declining gradually since then, with the fiscal deficit falling from over 13% in FY 2020-21 to an estimated 9.4% in FY 2022-23. Public debt has fallen from over 87% of GDP to around 83% over the same period. The consolidation has largely been driven by an increase in revenues and a gradual withdrawal of Covid-19 pandemic-related stimulus measures. At the same time, the Government has remained committed to increasing capital spending, particularly on infrastructure, to boost growth and competitiveness.

(Source: IMF data Analysis as updated on July 12, 2023)

GLOBAL PHARMACEUTICALS INDUSTRY ANALYSIS AND TRENDS 2023

The global pharmaceutical market is expected to grow in the upcoming years despite recent slowdowns in key markets across the globe. This is attributed to the aging and growing population, rising income levels, emerging medical conditions, and the emergence of new diseases.

As per the research, the global pharmaceutical industry will be worth US$ 1.57 Trillion by 2023. The growth in this market is predicted on the basis of various factors like market drivers, current and upcoming trends, the current growth pattern, and market challenges.

In 2023, North America is expected to retain its leading position in the global pharmaceuticals market, with a market share of 45.33%, demonstrating an increase in its market share as compared to 2017. Europe, on the contrary, is expected to see a decline in its market share compared to 2017 and be worth 20.24% of the global pharma industry in 2023. The Asia-Pacific regions pharmaceuticals market is expected to retain its second position with a market share of 24.07% in 2023. Latin America and the Middle East, and Africa (MEA) are expected to retain 7.53% and 2.96% market share of the global pharmaceuticals market in 2023.

(Source: ReportLinker.com Mar 23)

INDIAN PHARMACEUTICAL INDUSTRY

The Indian pharmaceutical market has grown by 7.9% in FY 2022-23 with a turnover of 2,005 Billion. In the last nine years, the Indian Pharma sector has grown steadily at a CAGR of 9.43%. Indias domestic pharmaceutical market stood at US$ 25 Billion in FY 2022-23. It is likely to reach ~US$ 120 Billion by 2030. According to the Indian Economic Survey 2021, the domestic market is expected to grow three times in the next decade. The pharma sector has been consistently earning trade surplus. The pharmaceutical exports from the country have seen a growth of 3.25% at US$ 25.39 Billion during FY 2022-23, as compared to US$ 24.59 Billion in the previous fiscal year. The Indian ayurvedic products market size reached 626 Billion in 2022. Looking forward, IMARC Group expects the market to reach 1,824 Billion by 2028, registering a CAGR of 19.3% during FY 2023-28. The increasing prevalence of medical disorders, rising health consciousness among consumers, and the easy availability of ayurvedic products through online and offline distribution channels represent some of the key factors driving the market. Transformed over the years as a vibrant sector, presently the Indian pharma ranks third in pharmaceutical production by volume. The Indian pharmaceutical industry also plays a significant role globally. India has the highest number of USFDA-compliant pharma plants outside of USA. There are 500 API manufacturers contributing about 8% to the global API industry. In supplying generic medicines, India has a 20% share of the global supply, manufacturing 60,000 different generic brands across 60 therapeutic categories.

(Source: Department of Pharmaceuticals, PwC, McKinsey, AIOCD AWACS, IQVIA, CII, Annual Report 2021-22 of Govt of India DoP)

INDIAN PHARMACEUTICAL EXPORTS

The pharmaceutical exports from the country have seen a growth of 3.25% at US$ 25.39 Billion during FY 2022-23, as compared to US$ 24.59 Billion in the previous fiscal year.

Indias exports to the world rose 2.37 times in Apr-Feb FY 2022-23. The exports during the year, however, have registered a higher percentage of growth compared to the less than 1% growth in the previous fiscal year. For the month of March, the Indian pharma firms exported US$ 2.48 Billion as compared to US$ 2.38 Billion exports reported in the same month of last year, registering a growth of 4.19% last year.

It may be noted that the Government has earlier fixed a target of US$ 27.4 Billion for pharmaceuticals exports for FY 2022-23 even though the global market have various challenges which has an impact on the exports. The Government is targeting an 11% growth during FY 2022-23, from a commendable growth in exports at US$ 24.4 Billion achieved during FY 2021-22.

On the other hand, the imports of medicinal and pharmaceutical products during FY 2022-23 registered a decline of 10.58%, at US$ 8.11 Billion as compared to US$ 9.07 Billion in the previous fiscal year.

During March, 2023, the pharma imports were at US$ 706.02 Million as compared to US$ 792.44 Million in the same month last year.

The Economic Survey FY 2022-23, released ahead of the Union Budget 2023, has said that pharma exports have performed well to report growth in the recent past, despite the global trade disruptions and drop in demand for Covid-19 pandemic-related treatments.

(Source: Pharmabiz)

INDUSTRY VISION 2025 Road Ahead

The Indian pharmaceutical market is expected to grow to US$ 100 Billion by 2025, driven by increasing consumer spending, rapid urbanization, and raising healthcare insurance, among others.

Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic therapies for diseases, such as cardiovascular, anti-diabetes, anti-depressants, and anticancer that are on the rise.

The Indian Government has taken many steps to reduce costs and bring down healthcare expenses. The speedy introduction of generic medicines into the market has remained in focus and is expected to benefit Indian pharmaceutical companies. In addition, the thrust on rural health programs, lifesaving medicines, and preventive vaccines also augurs well for pharmaceutical companies.

(Source: Consolidated FDI Policy, Department of Industrial Policy & OTC Growth

Promotion (DIPP), Press Information Bureau (PIB), Media Reports, Pharmaceuticals Export Promotion Council)

FACTORS DRIVING INNOVATION AND GROWTH IN PHARMACEUTICAL INDUSTRY Research and Development (R&D)

R&D is vital to most industries, but it is a priority for the pharmaceutical industry. It allows companies to make new medicines to address evolving, complex, and specialized disorders. Many new drugs are being introduced into the market. As a result, these drugs are highly purchased by the people, providing further growth to the industry. Thus, R&D generates income for the companies but also saves lives. We are witnessing new vaccines being developed for the constantly mutating COVID-19 pandemic virus.

Government Regulations

Government regulations play a significant role in determining the profitability of the pharmaceutical industry. It includes safety standards, certifications, and drug-related laws. It also controls aspects such as pricing, advertisements, and a check on the production of unlicensed drugs.

Each successive Government administration controls the pharmaceutical industry to a different degree. Complying with the strict rules of the regulating bodies cost the pharmaceutical industry Millions of dollars annually.

Consumer Demand

Consumer demand is an essential factor affecting growth in the pharmaceutical sector. Customers are now more educated and have access to accurate drug information. That is why the consistent demand for affordable drugs is rapidly increasing, affecting the pharmaceutical industrys growth directly and indirectly. Consumer demand for pharmaceuticals as maintenance therapy and lifestyle medications that enhance ones health and well-being has grown tremendously. This increase is a significant driver of industry growth. Tailored therapy is becoming a more significant portion of the pharmaceutical market share as genetic testing allows for new, highly targeted therapies for many conditions.

Managed Care and Insurers

Pharmacists in managed care perform functions, including drug distribution, patient safety monitoring, clinical program development, business operations, and cost management. The price of prescription drugs is often paid by healthcare organizations and third-party insurers as consumers. It helps third-party payers negotiate prices for drugs. In this way, the price rates are lowered, thus depressing pharmaceutical industry profit margins.

Branded Drugs and Speciality Medicines

Branded drugs and speciality medicines drive innovation and growth in the pharmaceutical sector. The portion of branded drugs is 75% of the spending on speciality drugs.

Off Patent Drugs

Healthcare reforms help increase the use of generic medicine to facilitate an increase in market size, contributing to the growth of the pharmaceutical sector.

OTC Growth

With an aging population and a trend to buy drugs over the counter without visiting a doctor, the pharmaceutical sector has witnessed significant growth in sales. It is observed that many drugs are re-classified, shifting from prescription-only medications to over-the-counter medications. As that happens, there is an increase in the market size of generic medication.

Innovations in Oncology, Autoimmune Diseases, such as Diabetes

Innovations in oncology, autoimmune, and diabetes treatment in the international pharmaceutical market ensure advancement in treatments and prevention will drive market growth.

Changing Lifestyles

We live in a highly competitive world where life is swift and stressful. Unhealthy eating habits and a lack of daily exercise have resulted in high obesity rates, increased incidences of heart-related diseases, depression, and other physical problems. Todays generation is increasingly resorting to health supplements. It increased the consumption of vitamins and minerals, which is a great growth driver.

Increased Income and Chronic Diseases

With the increase in the middle-class population, both emerging and developed markets mean more disposable income and the expectation of better healthcare solutions. With the growth and digitalization of the pharmaceutical industry, the drivers of growth are easily identified to support the emerging markets with accrued trends across the globe.

(Source: Worldhealthcarepharma.com)

(Source: BMI, India Biz, Nicholas Hall & Company, IQVIA)

OPPORTUNITIES IN HEALTHCARE

Healthcare Infrastructure: An additional three Million beds will be needed for India to achieve the target of three beds per 1,000 people by 2025. Also, India will have one doctor for every 800 patients by 2030. An additional 1.54 Million doctors and 2.4 Million nurses will be required to meet the growing demand for healthcare. By 2025, 58,000 job opportunities are expected

to be generated in the healthcare sector, while over US$ 500 Billion is anticipated to be spent on medical infrastructure by 2030. India has made strategic interventions in the National Health Mission and the national disease control programs over the years, to ensure quality and affordable healthcare for all.

Medical Devices: The medical devices market is expected to reach US$ 13 Billion by 2025, backed by a rising geriatric population, growth in medical tourism, and the declining cost of medical services

Health Tech: Compared to its physical counterparts, e-pharmacy has emerged in recent years as a superior and more practical strategy for addressing consumer problems and delivering excellent customer solutions. It is anticipated to register a CAGR of 22.20% from 2022 to 2027, when it is expected to reach 89.47 Billion

(Source: BMI, Drug Controller General of India, www. researchandmarkets.co)

COMPANY OVERVIEW

FDC Limited (referred to as FDC or The Company) is an established player in the pharmaceutical industry and a pioneer in developing specialized formulations. The Company holds a leading position in the oral rehydration salt category, along with its ophthalmic range of solutions. The Companys R&D facility is the backbone of its affordable and highly efficient products across various categories. FDC operates actively in India as well as internationally. During FY 2022-23, FDC earned a revenue from operations of 1,777.03 Crore, out of which revenue from export stood at 324 Crore.

COMPANY GROWTH

FDC grew by 16%, against domestic industry growth of 7.9%. The Company has crossed 2,000 Crore mark for the first time in history in IQVIA secondary sales data. Electral has crossed 400 Crore, sales while Zifi achieved 350 Crore sales mark and Enerzal reached 170 Crore. During the year, the Companys anti-infective, gastro-intestinal, vitamins / minerals / nutrients, ophthal and derma segments performed well, registering growth of 16%, 33%, 20%, 19% and 19%, respectively. In FY 2022-23, the incremental value measuredly came from antiinfective, gastro-intestinal and vitamins / minerals / nutrients As per IQVIA data, FDC ranks as the second-fastest growing company among the top 25 corporations on an annual basis.

(Source: IQVIA Secondary Sales Audit March 2023)

EXPORTS

USA

Second to the domestic market, FDC derives its majority of revenues from the US market. The Companys U.S. sales have exhibited significant growth over the past financial year, and

the sales are gradually inching back to pre-Covid-19 pandemic levels. The Companys partners in the US market have successfully revived the sales post-Covid-19 pandemic of key products like Timolol 0.5% ophthalmic solution, Ciprofloxacin 0.3% ophthalmic solution, Ofloxacin 0.3% ophthalmic solution & Dorzolamide 2%, Timolol 0.5% ophthalmic solution. FDC has also benefited from the support extended by the operations team in increasing the production cycles and batch sizes of Dorzolamide 2%, Timolol 0.5% ophthalmic solution 10 ml to support the increasing volume requirements of the US customers.

The US Generic Market pricing has been under pressure due to higher competitive intensity in the form of a rise in the number of drug approvals, increasing interest rates, market consolidation, and an increase in competition with each passing year. Cost pressures will remain in the near-term, and the Company will endeavor to optimize its supply chain by increasing the production batch sizes wherever possible to stabilize the price pressure in the base business of generic ophthalmic product sales. FDC is confident of sustained growth in the US market, despite the challenges of price deflation and the continually changing market scenario among stricter regulatory controls.

UK

FDC International UK, the 100% subsidiary of FDC Limited, India, generated a total revenue of GBP 1.06 Million through sales of key products like Sodium Cromoglicate 2% Eye drops 13.5 ml, Chloramphenicol 0.5% Eye drops 10 ml & Timolol 0.5% Eye drops 5 ml against the revenue of GBP 1.46 Million of the last financial year.

The sales were affected owing to high inventory of competitor stocks for Sodium Cromoglicate 2% Eye drops 13.5 ml, one of the top selling products in the UK market. Also, significant unforeseen delays in getting batch releases from the UK testing laboratory, facing issues with their personnel, have affected sales in FY 2022-23. Corrective measures have been taken swiftly, and additional labs have been actioned and approved by the UK technical team.

Additional products in the ophthalmic space are being filed in FY 2023-24. Apart from this, certain non-ophthalmic products are also being evaluated to be included into the UK basket.

FDC continues to supply its anti-diarrheal and ophthalmic products to reputed global NGOs. These NGOs include UNICEF-Denmark, MSF-France/Belgium, and WHO. Additionally, the Company supplies its products to local NGOs and Government bodies in Africa & Southeast Asia, and Oceania, thus maintaining its reputation of being one of the preferred suppliers for emergency supplies worldwide.

New product registrations have been received in ROW countries,

and there are several other products in the pipeline awaiting registration.

Asia

In FY 2022-23, FDC experienced significant growth and success in the Asia region. The Companys total business in Asia reached approx. 38.38 Crore, reflecting an impressive growth rate of 83% compared to the previous financial year.

Among the countries in the Asia region, Malaysia, New Zealand, Myanmar, Australia, and Hong Kong emerged as the key contributors, accounting for approximately 88% of FDCs business in Asia. Malaysia stood out as the highest contributor, with a remarkable growth rate of 247% over the last year.

New Zealands market continued to be a consistent major contributor to the Companys Asia business. This year, FDC achieved 10.8 Crore in New Zealand, demonstrating a growth rate of 63% compared to the previous year.

The Companys sales turnover in Myanmar reached 5.2 Crore, with its flagship brand Electral experiencing exceptional growth at a rate of 149% over the previous year.

Ophthalmic and ORS remain the prime categories that drive FDCs export business in the region. Among the Companys top 10 products, which collectively contributed to 70% of the total business in Asia, notable brands include the Electral range, Salmodil syrup, Latanoprost 0.005% Eye Drops, and Chloramphenicol 0.5% Eye Drops.

Additionally, the Company is pleased to announce the successful registration of I Lube Eye Drops - Polyvinyl Alcohol BP 1.4% w/v + Povidone BP 0.6% w/v in Malaysia. This marks a significant milestone for FDC as it takes its first step into the medical devices segment in Asia.

In line with FDCs strategic growth initiatives, it successfully launched its business in Uzbekistan by introducing four products from our ophthalmic range, expanding its reach and strengthening its presence in the CIS region.

As FDC advances, it remains committed to pursuing growth opportunities, by establishing its products in Southeast Asia & CIS region. This includes both finished formulations and medical devices. With a solid foundation in the Asia region, the Company is well-positioned to capitalize on emerging markets and expand its global footprint.

Africa

In FY 2022-23, the Africa region registered a business of 38.20 Crore, a growth of 49% over the previous year and contributing 22% to overall exports.

FDCs presence is in 21 countries, with the top countries contributing (Ethiopia/Tanzania/Zimbabwe/Botswana / Uganda) to 82% of regional sales.

With the successful launch of the electral zinc kit (9.2 Crore) registered and commercialized in ten African countries (Ethiopia/Tanzania/Uganda/Botswana/Mauritius/ Congo/ Guinea/Senegal, and Mauritania/Lesotho), further with the launch of Electral Ready to Drink & Electral Z powder in single sachets, will further propel the segment to 16 Crore.

RESEARCH AND DEVELOPMENT Formulations

The R&D formulations team at FDC Limited is committed to developing quality products at affordable prices at a faster pace. The team constantly innovates to develop top-quality pharmaceutical products for both domestic and global markets. The scientists are engaged in developing new, simple and complex products using innovative technologies and robust development strategies. A stimulating work environment provides the impetus to deliver quality products within the stipulated timelines. 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. Many products are ready to be developed at R&D and await slots for technology transfer and commercialization.

Key Highlights

• ANDA exhibits batch execution of Bimatoprost Ophthalmic Solution 0.03% and Moxifloxacin Ophthalmic Solution 0.5%

• Exhibit batch execution of Atropine Sulphate ED 1% for the UK market

• ANDA filing of Olopatadine ophthalmic solution 0.1% and 0.2%

• Improvement in process efficiency and yield for ZIFI 200, ZIFI CV and Amodep AT products

• DCGI approval for ORS with Zinc sachets of 4.38g and 21.9g

SYNTHESIS AND ANALYTICAL

FDCs R&D center located at Kandivali (Mumbai) engages in the process of developing niche products, particularly in the areas of ophthalmic, anti-hypertensive, anti-fungal, anti-diabetic, anti-histaminic, bronchodilator and anti-bacterial new chemical entity (NCE). Currently, the Company is also focused on the development of API for COPD, for example, Glycopyrrolium bromide. The work on life cycle management of existing drug substances and the synthesis of generic peptide molecules for treatment of leucoderma (skin pigmentation), osteoporosis and anti-diabetic is also being carried out. These initiatives are aimed at cost effectiveness, backward integration, and meeting

regulatory requirements to attain accreditation from various World Drug Regulatory Authorities.

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

• The R&D center is equipped with a new state-of-the-art peptide development laboratory with advanced equipment

• Development of non-infringing processes

• Usage of environment friendly chemicals

• Analytical method development is performed using UPLC systems

• Application of green chemistry principles for protection of the environment and to reduce aqueous effluents

• Development of desired polymorphs utilizing ultramodern instruments like XRD, LCMS and GCMS systems

• Use of classical chemistry for the development of chiral drugs using advanced parallel synthesizer equipment

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

• Implementation of electronic laboratory notebook software with 21 CFR compliance for recording daily experiments. Moving towards state-of-the-art 21 CFR compliant R&D center

• Scale up and technology transfer activities ensure overall chemical safety and the protection of inventions through intellectual property rights. R&D obtained three Indian patents for innovative process development

• Life cycle management of existing products from a green chemistry point of view, yield improvement and cost reduction

• Selective enzymatic process for a single required isomer NUTRACEUTICALS

R&D foods majorly formulate nutraceutical products, such as non-carbonated water-based beverages and other food products that offer additional health benefits besides their basic nutritional value. Nutraceuticals are derived from natural sources and contain scientifically proven active ingredients that promote health. The demand for nutraceuticals and dietary supplements has been steadily increasing in recent years, due to consumer awareness of the importance of preventive healthcare and as they are seeking natural and alternative ways to improve their well-being. In the global market, nutraceuticals and functional foods have become one of the fastest-growing

segments, driving the R&D team to constantly deliver market research and develop new formulations in line with ongoing trends. This enables them to create innovative products that cater to diverse consumer needs and preferences, while ensuring cost-effective solutions.

KEY HIGHLIGHTS

• Enerzal Zero Powder launched

• Zefrich RTD 10gm launched

• Infant milk substitute formulation for MumMum 1, MumMum 2, Simyl MCT, and Simyl LBW trials were completed to match the specifications and requirements as per the Foods for Infant Nutrition Regulation of the FSSAI, and additional changes were made according to market trends by completely removing sugar from the product launched

• Immunity boosting drink R5 launched

• Enerzal Powder fortification with Natural Vitamin C, Ginseng & Zinc; a trial completed product under stability

• AV-Uti formulation frozen; trials scheduled

• Other products such as, Enerzal with juice concentrate in all RTD format, Simyl MCT Oil fortification, MumMum 1 fortification, and Humyl reformulation, among others, are under development

a) G-CSF PROJECT

We have successfully renewed the Test license in Form 29 (No 201538805 dated July 12, 2023 Valid till July 11, 2026) to manufacture Filgrastim bulk product in our GMP approved bioprocess facility for clinical trial purpose.

The necessary SOPs as well as the QMS system have been reviewed and updated and the process validation documentation finalized. We are proceeding with the batches for process validation shortly. There was a holdup due to non-availability of chromatography resins from the supplier which is required for the purification process of G-CSF. The same has been resolved and we have received the said in the last week of July.

As we are proceeding with batches for clinical trial material generation, it was decided to replace old major equipment such as the steam generator & AKTA purification System (both procured almost 20 years back). The task has been completed with both equipments installed and qualified.

We shall now be proceeding with 3-5 batches of Filgrastim to obtain bulk API for process validation studies. These

shall be characterized and then filling will be done in DCGI approved facility for the finished dosage form (pre-filled syringe facility) and these same batches will be taken for the stability studies & clinical trials.

b) THIRD GENERATION THROMBOLYTE PROJECT

As informed earlier we have signed a master service agreement with an external party to develop the purification strategy.

The party has completed the fourth milestone i.e optimized intermediate scale up process condition for further scale up and production. The purified sample obtained by the party are being analyzed for activity and then the feasible process will be transferred to our R & D facility at Jogeshwari.

Lab scale upstream processing (10L capacity) was conducted at our R & D bioprocess facility and the cell paste and inclusion bodies required in large quantities by the external party for scale up studies were submitted for final processing.

We are procuring the necessary consumables and reagents for technology transfer of purification strategy by the external party, once the final milestone is completed and selected process is validated by them. The technology shall then be transferred to FDC and necessary training / demonstration will be provided by an external party.

c) Ranibizumab

Due to rising interest in monoclonal antibody segment, the management was keen on Ranibizumab molecule that is related to ophthalmics and used for age-related macular degeneration. In this regard we had scouted and then shortlisted few external parties with technology for the project Ranibizumab. Proposals have been obtained from parties after discussion and the same has been submitted to the management for their review and consideration.

MICROBIAL TESTING LAB

The R&D MTL lab has performed screening of the promising NCEs synthesized in large quantities to ensure that the efficacy observed in primary screening is consistent and reproducible.

Acute oral toxicity studies were conducted on three shortlisted NCEs (HY-27, TNF-18, and HY-13) in Sprague Dawley rats at M/s Vivo Biotech. The report shows that all three moieties are non-toxic and classified as Category 5 or unclassified as per GHS. These molecules, in large quantities, have been handed over to the R&D formulation department for further development into oral as well as topical multi-dosage forms.

FINANCIAL PERFORMANCE HIGHLIGHTS

In FY 2022-23, FDC registered a standalone total income of 1,83,094.37 Lakhs compared to 1,59,769.86 Lakhs in the previous year. The earnings before interest and depreciation amounted to 30,848.73 Lakhs in FY 2022-23 as compared to 32,557.98 Lakhs in the previous year. The net profit after taxation stood at 20,096.64 Lakhs in FY 2022-23 as compared to 21,963.56 Lakhs in the previous year. On a consolidated basis, the Company registered a total income of 1,83,360.58 Lakhs in FY 2022-23 as compared to 1,60,401.44 Lakhs in the previous year.

Financial

Ratios

FY

2022-23

FY

2021-22

Difference %

Change

Debtors Turnover Ratio (days) 14.66 19.06 (4.4) 23.10%
Inventory Turnover Ratio (days) 1.74 1.93 (0.19) (9.84%)
Interest Coverage Ratio (times) 0 0 0 0
Current Ratio 3.29 3.65 (0.36) (9.96%)
Debt Equity Ratio 0.00005 0.00011 (0.00006) (48.92%)
EBIDTA Margin (%) 17% 20% (15%)
Net Profit Margin (%) 15% 18% (17%)

INTERNAL FINANCIAL CONTROL AND 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 FDCs resources and assets.

The Company has an internal audit department that conducts audits throughout the year. The Management considers the recommendations made by the department and takes appropriate actions accordingly.

HUMAN RESOURCE

FDC is fully committed to providing a safe, secure, and healthy working environment for its employees. The Company

consistently aims to outperform industry benchmarks, both external and internal, in terms of employee performance and productivity. The goals and philosophies of the organization are intimately related to the professional ambitions of individuals and teams at all levels, providing a clear sense of direction and purpose. FDC places significant emphasis on developing a culture of inclusiveness and respect, making sure the workplace is safe, concentrating on developing skills and careers, and defending human rights as its main areas for driving HR initiatives. One of the essential elements of sustainable growth is being future-ready. As part of its core goal, the Company is creating synergy and cultural integration through well-coordinated leadership programs for top leaders. To assist the sales force with products, scientific knowledge, and selling strategies, it has an internal training and development team. Additionally, FDC runs several programs on management effectiveness to enhance personnel skills and leadership potential for sales leadership. The Company is planning to transition its sales team to an e-learning platform in the upcoming fiscal year after seeing the value of contemporary training methods. Self-paced learning will be offered through interactive approaches in the web-based training. In line with the requirements of SEBI listing regulations, FDI has adopted a Code of Conduct and Work Ethics Policy and a Whistle Blower Policy. The policy on whistle blower is uploaded on the Companys website, i.e., www.fdcindia.com.

CAUTIONARY STATEMENT

The statements, forming a part of this Report, may contain certain forward-looking remarks with the meaning of applicable Securities Law and Regulations. The Companys 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 Companys 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 been occurred between the end of the financial year to which financial statements relates and the date of this report.

9. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, with effect from the financial year 2022-23, 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, 2023 containing basic information about the Companys sustainability practices is annexed as "Annexure - A".

10. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements for the year ended March 31, 2023 pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual Report.

11. SUBSIDIARIES AND ITS OPERATIONS

The Company has 2 (Two) wholly owned Subsidiaries namely FDC Inc., USA and FDC International Limited, UK and 1 (One) Subsidiary, namely Fair Deal Corporation Pharmaceutical SA (Pty) Limited at South Africa. The Financials of the Subsidiary Companies are disclosed in the Consolidated Financial Statements, which forms a part of this Annual Report.

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

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

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

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

The Company does not have any material subsidiary. The Companys Policy for determining material subsidiaries is available on the Companys website at https:// www.fdcindia.com/pdf/policies/Policy on Material Subsidiaries.pdf

12. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of Annual Accounts for the year ended March 31, 2023, 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, 2023 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.

13. 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, 2023, 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.

14. 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 82nd AGM held on September 22, 2022 to hold office till the conclusion of the 87th AGM.

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

The Statutory Auditors has given unmodified opinion on the financial statements of the Company i.e. for the year ended March 31,2023. Hence, the Statutory Auditors report for Financial Year 2022-23 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 Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Certificate of Practice No. 1798), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2023-24, based on consent received from Mr. Sanjay Dholakia.

The Secretarial Audit Report for the financial year 2022-23 is set out in ‘Annexure - C to this Report.

The Secretarial Compliance Report received from M/s. Sanjay Dholakia & Associates, for the financial year 2022-23, 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 202223 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 the 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 re-appointed M/s. Sevekari Khare & Associates (Firm Registration No. 000084) Cost Accountants, Mumbai as the "Cost Auditors" of the Company for the Financial Year 2022-23.

Further, the Board of Directors has, upon recommendation of the Audit Committee have reappointed M/s. Sevekari Khare & Associates (Firm Registration No. 000084) Cost Accountants, Mumbai as the "Cost Auditors" of your Company for the Financial Year 2023-24, subject to ratification of their remuneration at the ensuing 83rd (Eighty Third) 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 83rd Annual General Meeting of the Company.

15. 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.

16. 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.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In the opinion of the Board, all Independent Directors possess the integrity, expertise and experience including the proficiency required for 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 of the Company except following:

Appointment of Directors:

Appointment of Mr. Vijay Maniar (DIN: 00750905) as a Non-Executive Independent Director for first term of five (5) years effective from August 04, 2022 to August 03, 2027.

Mr. Vijay Maniar is a fellow member of the Institute of Chartered Accountant of (ICAI) who carries 35 years of experience. He was with the assurance practice of S R Batliboi (member firm of EY) for 22 years. Mr. Maniar has extensive experience of managing audits of listed and unlisted corporates (Indian & Multinational) across a multitude of sectors including retail, pharmaceuticals, chemicals, packaging, Hospitality, other manufacturing and real estate.

With his exemplary skillset and knowledge, your Board believes that he will broaden the boards experience and will be an asset in the growth of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved the

Appointment of Mr. Vijay Maniar (DIN: 00750905) for a first term of Five (5) years effective from August 04, 2022 to August 03, 2027. The Shareholders in the Annual General Meeting held on September 22, 2022 had approved Appointment of Mr. Vijay Maniar (DIN: 00750905) as the Non-Executive Independent Director of the Company for a period of 5 (Five) years with effect from August 04, 2022 not liable to retire by rotation.

The Board is of the opinion that Mr. Vijay Maniar possesses relevant experience, expertise and integrity for holding the position of the Independent Director on the Board.

Change in Designation of Directors:

Change in Designation of Ms. Nomita R. Chandavarkar (DIN: 00042332) from Executive Director to NonExecutive Director with effect from April 01, 2022.

Ms. Nomita R. Chandavarkar was re-designated from the position of the Executive Director to Non-Executive & NonIndependent Director of the Company with effect from April 01, 2022. She continues to be on the Board of the Company as Non-Executive & Non-Independent Director.

Retirement by Rotation:

In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Ashok A. Chandavarkar, Executive Director, retires by rotation at the 83rd 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 83rd Annual General Meeting and the statement annexed thereto.

Key Managerial Personnel:

During the year, there were no appointments/re- appointments/resignations of any Key Managerial Personnel of the Company took place.

However, after the year end and up to the date of this Report, Mr. Sanjay B. Jain, ceased to be Chief Financial Officer of the Company w.e.f. April 06, 2023 and Mr. Vijay Dharmadatt Bhatt was appointed as Chief Financial Officer of the Company w.e.f. April 06, 2023.

18. 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 to investors@ fdcindia.com.

19. 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 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.

20. 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 Companys approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. The details of the Risk Management Committee are included in the Corporate Governance Report.

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

21. 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 at https://www.fdcindia.com/pdf/policies/ Nomination and Remuneration Policy.pdf.

22. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year, four (4) 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 Directors Report.

23. COMMITTEES

As on March 31,2023, 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 Committees 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.

43 -M

24. 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.

25. 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 2022-23.pdf.

26. 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 Directors Database maintained by the Indian Institute of Corporate Affairs. During FY 2022-23, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

27. 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 Companys 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 2022-23, 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

28. 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, 2023. A Certificate duly signed by the Mr. Mohan A. Chandavarkar Managing Director and Mr. Ashok A. Chandavarkar, Executive Director, on the compliance with the Code of Conduct is also attached to the report on Corporate Governance. The said Code is available on the website of the Company i.e. https://www.fdcindia.com/pdf/policies/ Code of Conduct of FDC Limited.pdf

29. 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 Companys Code of Conduct for Prevention of Insider Trading.

30. RELATED PARTY TRANSACTIONS

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

"Annexure - H" attached to this report as good disclosure practice.

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

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

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

31. 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. The Company has zero tolerance policy for any incident of sexual harassment or inappropriate behavior.

The Company has in place a Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of the policy is to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide procedure for the redressal of complaints pertaining to sexual harassment. The said Policy is available on the website of the Company and can be accessed at https://www.fdcindia.com/pdf/ policies/Sexual Harassment Policy.pdf .

The Company has constituted an Internal Committee to redress the complaints received regarding sexual harassment. There were no complaints received during the financial year ended on March 31,2023.

32. 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.

33. 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 Companys IFC and their adequacy are included in the Management Discussion and Analysis Report.

34. 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.

35. 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.

36. 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 Companys Annual Return as on March 31, 2023, is available on the website of the Company at https://www. fdcindia.com/stock-exchange-compliances

37. 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 2022-23, the Company has transferred total unclaimed and unpaid Final dividend of 17,25,797/- for the FY 2014-15 to IEPF Authority. Further 32,009 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. The procedure to claim the shares transferred to IEPF accounts is also available on website of the Company at https://www.fdcindia.com/unpaid-divident.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys

website i.e. at https://www.fdcindia.com/unpaid-divident. The members, who have not encashed their dividend pertaining to Final Dividend FY 2016-17 and onwards are advised to write to the Company Immediately for claiming dividends declared by the Company.

38. 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.

39. 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.

40. 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/-
Place : Mumbai MOHAN A. CHANDAVARKAR ASHOK A. CHANDAVARKAR
Date : May 25, 2023 Managing Director Executive Director
DIN: 00043344 DIN: 00042719