Indegene Ltd Directors Report

Boards Report

Dear Members,

The Board of Directors ("the Board") hereby submits the report of the business and operations of the Company ("the Company" or "Indegene"), along with the audited financial statements, for the financial year ended 31 March 2026.

1. FINANCIAL POSITION AND STATE OF AFFAIRS

The summary of the financial results of the Company for the year ended 31 March 2026, are as follows:

				(Rs. In Millions)
Particulars	Standalone For the year ended 31 March		Consolidated For the year ended 31 March
	2026	2025	2026	2025
Revenue from operations	12,206	10,936	35,105	28,393
Other income, Net	783	904	720	1,072
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	3,264	2,709	6,910	6,415
Less: Depreciation/ Amortisation/ Impairment	363	262	1,264	802
Profit /loss before Finance Costs, Exceptional items and	2,901	2,447	5,646	5,613
Tax Expense
Less: Finance Costs	87	62	193	220
Other Expenses	-		-
Profit /loss before Exceptional items and Tax Expense	2,814	2,385	5,453	5,393
Add/(less): Exceptional items	-		(203)
Profit/loss before Tax Expense	2,814	2,385	5,250	5,393
Less: Tax Expense (Current & Deferred)	695	572	1,239	1,326
Profit /loss for the year (1)	2,119	1,813	4,011	4,067
Total Comprehensive Income/loss (2)	-28	-12	1,394	256
Total (1+2)	2,091	1,801	5,405	4,323
Balance of profit/loss for earlier years	8,113	6,312	15,387	11,064
Less: Transfer to Debenture Redemption Reserve	-		-	-
Less: Transfer to Reserves	-3		3	-
Less: Dividend paid on Equity Shares	480		480	-
Less: Dividend paid on Preference Shares	-			-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	9,727	8,113	20,309	15,387

Note: The standalone and consolidated financial statements of the Company for the financial year ended 31 March 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company recorded revenue of Rs.12,206 Mn in FY 2025-26 as compared to Rs.10,936 Mn in FY 2024-25, reflecting year-on-year growth driven by continued demand across core service lines.

Profit after tax stood at Rs.2,119 Mn for FY 2025-26 as compared to Rs.1,813 Mn in FY 2024-25, indicating improved profitability during the year.

2. HIGHLIGHTS OF THE YEAR & OUTLOOK

The global biopharma industry demonstrated its resilience and strategic importance during the year, growing at approximately 9% in calendar year 2025 compared to 6.4% in calendar year 2024. Looking ahead, the industry is positioned to grow at a healthy 5% to 8% CAGR from 2026 to 2028, supported by a stable funding environmentand a healthy pipeline of launches. The macroeconomic and regulatory concerns that had warranted caution a year ago have largely been resolved, leaving the Companys customer base stable, funded and growing as we enter FY 2026-27.

Market Positioning and Portfolio Growth

FY 2025-26 was defined by a step change in the pace of customer adoption and the size of mandates won on the back of our GenAl-led solutions. We increased our active customer base from 73 to 91 and our $lMn+ revenue customers from 41 to 53 during the period.

The Companys pipeline entering FY 2026-27 is stronger and larger than at any prior year-end. with broad-based depth and breadth across ourtop 20 customers, outside the top 20 cohort, and across our Enterprise Commercial and Enterprise Medical business lines.

This is a vindication of our unique and category-defining market positioning as a Strategic Operating Partner to the LS industry-purpose-built to design, run and continuously modernize complex and highly regulated functions across the value chain of clinical, regulatory, medical and commercial operations.

Clients roly on us as they have over the last 27+ years for our ability to run domain-intensive operations, exorcise human judgement, harness the power of blccding-cdge technology and take accountability for business outcomes.

As an extension of this pattern, they now look to us to help convert the promise of Al into performance. They see us in a category of our own - distinct from pure consulting that is not backed by execution or from horizontal IT and system integration capabilities devoid of domain expertise.

GenAI @ Work

Unlocking the power of GenAI is not constrained by access to technology but access to domain knowledge. Cortex, our Lifcscicnccs-Native GenAI platform that encapsulates our 27+ years of domain experience and understanding continues to scale and is now cm bedded within all our solutions including our Content Creation Super App, Medical Writing Platform. Medico-Legal Review Solution and Adverse Event Monitoring Platform.

Cortex underpins our next-generation Al-embedded commercial and medical operating models for the industry: Onc-Click Submission. Agentic AOR (Agency of Record) of the Future, Safety-in-a-Box, Al-powered Personalized Customer Engagement and Intelligent Clinical Trial Operations. Each replaces a manual, fragmented industry process with a platform-driven, Al-embedded one, and each is a category we believe Indegene will define in the years to come.

Concurrently, through our internal Transform Al programme, wo continued to embed technology and Al deeply into how we deliver, in conjunction with our predominant managed-outcome pricing model. This drove our industry-leading revenue per employee to approximately US$ 75,000 per annum, up from US$ 56,000 three years ago, a step change in productivity that reinforces both our competitiveness and the operating leverage in the business.

Innovation and Next Generation Solutions

Several of our next-generation solutions have gained significant traction in the market and promise. Tectonic, our GenAI-embedded transformational "agency-of- scale" model for creative development, adaptation and execution scaled to five customers during the year with two of them having transitioned to long-term engagements.

We were also successful in rolling out several "industry first" solutions all of which represent the potential to have an impact on how the industry commercializes products in future. These include:

• An outcome-linked GenAI-powered omnichannel commercialization engagement with a Top 5 global pharma to drive revenue augmentation of a $lBn + product portfolio

• Running the end-to-end medical and commercial operations for a new product launch of an emerging pharmaceutical company in the US

• Gen AI-powered pharmaco vigilance and safety for a medical devices company driving operational efficiency and accelerating speed of response to adverse events

• Establishing a Global Innovation Centre for a leading specialty pharma company for transformation of all R&D operations to accelerate time to market

• Agcntic AOR of the Future to reduce the time from insights to creative concepts from 3 months to 3 days

Corporate expansion

During the year, the Company completed three strategic acquisitions to strengthen capabilities and expand its presence in key geographies. BioPharm. acquired in October 2025, strengthened our omnichannel data and targeting capabilities within the enterprise commercial segment through the addition of the Tandem data platform. Integration of BioPharm was successfully completed ahead of schedule by the end of February 2026, with synergies on general and administrative expense, data subscriptions, business operations and go- to-market progressively unlocking through FY 2026-27. Alongside BioPharm. the Company acquired Warn & Co and Cake Kommunikations, strategic additions of people with deep expertise and local market knowledge in key European geographies. These additions complement our global delivery model in Europe with credibility and relationships on the ground.

The Company also continued to invest in senior leadership talent and thought leaders across commercial and medical leadership during the year, strengthening our ability to engage at the C-suitc level as we pursue larger and more complex transformation mandates for our clients.

These strategic expansion initiatives coupled with our continued investments in building and scaling category- defining technology platforms and GenAI-embedded solutions give us conviction that wc will continue on our growth journey during FY 2026-27 as well.

Awards and recognition

The Company was recognised byseveralleading industry analyst firms during the year. Everest Group named Indegenc a Leader on its PEAK Matrix? for Life Sciences Al and Analytics Services for Commercial 2025. ISG Group recognised In degene with a Leadership position in Life Sciences Commercial Operations 2025. IDC named the Company a Major Player in R&D Pharmacovigilance Technology Solutions 2025. and Avasant recognised Indegene as an Innovator in its Veeva Digital Services RadarView 2025 assessment.

Indegene also received multiple industry and product awards during the year. The Company was awarded Data Solution of the Year - Healthcare, at the Data Breakthrough Awards 2025 and was a Finalist for Data Platform 2025 at the MM + M Awards. The Company won a Gold atthe Brandon Hall Group HCM Excellence Awards 2025 in the Learning and Development category and a Bronze at the 2025 Stevie? Awards for Technology Excellence.

In degenes people-first culture and workplace practices were recognised across several leading platforms. The Company was named to the Avtar & Seramount Hall of Fame as one of the Best Companies for Women in India for five continuous years of diversity and inclusion leadership. It was also recognised in the People Business

Top 50 Companies with Great Managers 2025. Indegene was also honoured at the Great Manager Awards 2025 - the fourth consecutive year of this recognition. Indegene was certified by Great Place to Work? (December 2025 to December 2026, India) and named among Indias Top 50 Best Workplaces in Health & Wellness 2026, recognising holistic employee well-being programmes.

On the sustainability and governance front. Indegene was categorised as an ‘ESG Leader by NSE Sustainability Ratings with an overall score of 80/100, and was awarded the Silver Modal by EcoVadis for its Environmental. Social, and Governance performance in 2025, achieving an overall score of 75 and ranking among the top 15% of organisations globally on the EcoVadis benchmark. The Company also received the CyberVadis ‘Platinum rating with a score of 963/1000, reflecting a ‘Mature level of cybcrsecurity practices embedded across the organisation.

3. DIVIDEND

The Board recommends a final dividend of Rs. 2.25 per equity share of face value 7 2/- each for the financial year ended 31 March 2026. The dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record date fixed for this purpose.

The dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations. 2015. The Policy is uploaded on the Companys website at Dividend Distribution Policy

Dividend, if approved by the members, will be paid electronically pursuant to the amendment to Regulation 12 notified by the Securities and Exchange Board of India vide the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, effective 19 November 2025. Accordingly, the Company would be unable to pay dividend through warrants and cheques.

4. TRANSFER TO RESERVES

During the year under review, the Board of Directors of the Company, has decided not to transfer any amounts to the Reserves.

5. CHANGE IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the period under review.

6. SHARE CAPITAL

During the FY 2025-26, the Company allotted a total of 8,93,392 equity shares having face value of Rs. 2 each on various dates pursuant to the exercise of vested stock options by the eligible employees under the Indegene Employee Stock Option Plan 2020 ("ESOP 2020"/"Plan") and Indegene Employee Restricted Stock Unit Plan 2020 ("RSU 20207 "Plan").

As of 31 March 2026, the issued Share Capital of the Company stood at Rs. 48,18,02,708 divided into 24,09,01,354* equity shares of XII- each.

*3,72,708 shares held by Indegene Employee Welfare Trust are not included in the financial statements as of 31 March 2026.

7. CREDIT RATING

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds, whether in India or abroad. Hence, credit rating is not applicable for the financial year 2025-26.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, after the close of financial year 2025-26 till the date of this report.

9. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed as required under The Companies (Accounts) Rules, 2014.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, one material final assessment order was received under Section 144B of the Income Tax Act 1961, with an income tax demand notice u/s 156 of the Income Tax Act, 1961 from the Income Tax Department for the Assessment Year 2023-24 (corresponding to the Financial Year 2022-23) with an income tax demand of Rs. 43,68,84,410 (including interest).

Also, a procedural deviation occurred in the timing of receipt of funds in relation to the allotment of equity shares under the RSU 2020 plan. To regularise this unintended deviation and to uphold the highest standards of corporate governance, the Company and its officers have voluntarily approached the concerned regulatory authorities for adjudication, compounding and settlement. As on the date of this Report, no material orders have been passed in this regard.

Other than above, no other significant and material orders were passed by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31 March 2026, the Company has 28 subsidiaries, including step-down subsidiaries, across the United States, Singapore, Mexico, Japan, China, Ireland, Canada, United Kingdom, Germany, Switzerland, Austria and Spain.

During the year under review, the Company strengthened its global footprint through the following strategic acquisitions:

Name of the entity	Acquiring entity	Shareholding	Jurisdiction
BioPharm Parent Holding, Inc. (along with subsidiaries)	ILSL Holdings, Inc.	100%	United States
Warn and Co Limited	Indegene Ireland Limited	100%	United Kingdom
Cake Kommunikations Holding GmbH (along with subsidiaries)	Indegene Ireland Limited	100%	Austria

The above acquisitions were undertaken through the Companys subsidiaries and include their respective step-down subsidiaries, where applicable.

Further, during the year, as part of internal restructuring, Services Indegene Aptilon, Inc., Canada has been merged with Trilogy Writing and Consulting ULC, Canada to form Indegene Healthcare Canada, Inc.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement showing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-l to the Boards report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during financial year 2025-26. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available at the Financial Information section of our website. Financial Information

The Company docs not have any associate or joint venture Company during the period under review.

12. DEPOSITS

The Company has not accepted any deposits from the publicandassuch, noamounton account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2026, the Company has eleven Directors, comprising two Executive Directors, two Non-Executive Directors and seven Independent Directors, including two women Independent Directors.

The Board of Directors pursuant to a Circular resolution passed on 22 January 2026 appointed Ms. Jill Mary De Simone (DIN 11483134) as an Additional Director (Non-Executive Independent Director) of the Company for a term of three years commencing from 22 January, 2026 to 21 January 2029. subject to the approval of the Members at the ensuing AG M. A resolution seeking Members approval for her appointment forms part of the Notice for the ensuing AGM.

Based on the recommendation of Nomination and Remuneration Committee ("NRC"), and in terms of the provisions of the Act, the Board of Directors proposed to appoint Neeraj Bharadwaj (DIN: 01314963) as an Independent Director of the Company effective 23 January 2026. Furthcv, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, Neeraj Bharadwaj was appointed as Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 23 January 2026. to 22 January 2031 (both days inclusive). His appointment was duly approved by the members through a postal ballot on 23 January 2026. In the opinion of the Board, Neeraj Bharadwaj is a person of integrity and fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

In accordance with Section 152 of the Companies Act, 2013. Mr. Manish Gupta, (DIN: 00219273) and Dr. Sanjay Suresh Parikh, (DIN: 00219278), retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. A resolution seeking shareholders approvalfortheir re-appointmentforms a part of the Notice.

Pursuant to the provisions of Section 203 of the Act. the Key Managerial Personnel of the Company as on 31 March 2026, are Mr. Manish Gupta, Chairman. Executive Director and Chief Executive Officer, Dr. Sanjay Suresh Parikh, Executive Director, Mr. Suhas Prabhu, Chief Financial Officer and Ms. Srishti Ramesh Kaushik, Company Secretary and Compliance Officer.

In the opinion of the Board of Directors, the independent directors have relevant proficiency, expertise, and experience. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy is to maintain an appropriate balance of executive, non-executive and independent directors to ensure the independence of the Board and a clear separation between its governance and management functions.

As at 31 March 2026. the Board comprised eleven directors, consisting of two executive directors, two non-executive and non-independent directors, and seven independent directors. The Board includes two women independent directors.

Details relating to the Board and Committee composition, tenure of directors, areas of expertise and other relevant information are set out in the Corporate Overview section of this Annual Report.

The 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 subsection (3) of Section 178 of the Companies Act. 2013, is available on our website, at Nomination and Remuneration Policy

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Companys Policy on Board Diversity is available on our website Policy on Board Diversity

The Companys policy on Criteria for making payment to non-executive directors is available on our website Criteria for Making Payment to Non-Executive Directors (Neds)

The Companys policy on Terms and Conditions of Independent Directors is available on our website Terms and Conditions of Independent Directors

15. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure 2.

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act. the Report and Accounts arc being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open

for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

None of the employees listed in the said Annexure arc related to any Director of the Company.

16. HUMAN RESOURCES DEVELOPMENT

For nearly three decades. Indegene has helped life sciences organizations navigate successive waves of industry transformation. Today, as Al reshapes the industry in real time - collapsing skill boundaries and accelerating the path from promise to performance - we see it not as a disruption, but as a natural extension of capabilities we have been building for years.

We see this as an opportunity to help clients lead through this transformation while enabling our people to grow alongside it. Indegene brings together a rare combination of scientific depth, technology capability, and operational excellence. This is reflected most clearly in our multi-disciplinary and multi-geographic workforce collaborating to solve some of the most complex global life sciences challenges.

For further insights, please refer to the People Excellence section of this Annual Report.

17. PREVENTION OF SEXUAL HARASSMENT ("POSH")

The Company is committed to providing a safe and respectful work environment and enforces a zero-tolerance approach towards any conduct which can be considered as sexual harassment. The Company treats every employee with dignity and respect, fosters to create a workplace which is safe and free from any act of sexual harassment.

The Company has a Prevention of Sexual Harassment Policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Rcdrcssal) Act, 2013 and Rules thereunder ("POSH Act & Rules").

This Policy encompasses following:

• To define Sexual Harassment;

• To lay down the guidelines for reporting acts of Sexual Harassment at the workplace: and

• To provide the procedure for the resolution and redressal of complaints of Sexual Harassment.

The same can be accessed on our website Prevention of Sexual Harassment Policy

The Policy is applicable to all employees including the Companys contract employees. The Company is committed to providing a workplace that is free from discrimination, harassment and victimisation, regardless of gender, race, creed, religion, place of origin, sexual orientation of a person employed or engaged with the Company.

The Company has constituted an Internal Complaints Committee ("ICC") to consider and resolve all sexual harassment complaints reported to the ICC. The constitution of the ICC is as per the POSH Act & Rules and the ICC includes an external member from an NGO with relevant experience.

During the year, the Company undertook initiatives to promote awareness and prevention of sexual harassment in the workplace. Comprehensive training modules on POSH were made available to all employees, including all categories of employees, through the Companys learning lab. The Company also conducted awareness sessions for employees through the learning lab to ensure broad-based sensitisation across the organisation.

Further, quarterly orientation sessions were conducted for the members of the ICC to reinforce their understanding of applicable procedures and responsibilities.

During the year under review, one complaint pertaining to sexual harassment was received under the POSH Act. The same was duly investigated in accordance with the Companys policy, and appropriate action was taken, including termination of the respondent by the employer. No complaints remained unresolved as on 31 March 2026.

18. EMPLOYEES STOCK OPTION PLAN/RESTRICTED STOCK UNIT PLAN

The primary objective of the equity-based compensation plans (Employee Stock Option Plan and Restricted Stock Unit Plan) is to reward employees for their continued association with and performance in the Company. The Company intends to utilize those Plans as a moans of sharing the value and growth generated by the employees contributions over time. Additionally, those Plans aim to attract and retain key talent within the organization, thereby aligning employee interests with the long-term success of the Company.

Indegene Limited Employee Stock Option Plan 2020 ("ESOP 20207 "Plan")

Pursuant to the resolutions passed by our Board on 29 October 2020 and the shareholders on 13 November 2020, the company adopted the ESOP 2020/ Plan. The ESOP 2020/ Plan was last amended pursuant to the resolutions passed by our Board on 23 November 2022 and the shareholders on 28 November 2022 and later, ratified by the shareholders in the AGM held on 06 September 2024.

The Company has implemented the Indegene Limited Company Share Option Plan 2022 ("CSOP Sub-Plan"), forming part of the ESOP 2020/ Plan, for the benefit of employees of its United Kingdom subsidiary.

The CSOP Sub-Plan has been adopted in accordance with applicable laws, including the provisions of Schedule 4 of the UK Income Tax (Earnings and Pensions) Act 2003, and is administered by the Nomination and Remuneration Committee of the Board.

The options granted under the CSOP Sub-Plan arc within the overall ceiling approved under ESOP 2020 and arc exercisable into equity shares of face value Rs.2 each, on terms and conditions, including exercise price and vesting conditions, as determined under the ESOP 2020/ Plan and the CSOP Sub-Plan.

The maximum number of options that may be granted under ESOP 2020/ Plan is 60,14,543 resulting in 60,14,543 equity shares of Rs. 2 each. The exercise price per option shall be the fair market value of the share of the Company as on date of grant of such option.

During the financial year 2025-26, 2,15,192 options were exercised by selected employees of the Company and its subsidiaries under the ESOP 2020/ Plan and 7,782 options were exercised by selected employees of the Company and its subsidiaries under the CSOP Sub-Plan.

Indegene Employee Restricted Stock Unit Plan 2020 ("RSU 20207 "Plan")

Pursuant to the resolutions passed by our Board on 29 October 2020 and the shareholders on 13 November 2020. the Company adopted the RSU 2020 Plan. The RSU 2020/ Plan was last amended pursuant to the resolutions passed by our Board on 23 November 2022 and the shareholders on 28 November 2022 and later, ratified by the shareholders in the AGM held on 06 September 2024.

The maximum number of options that may be granted under the RSU 2020 is 58,49,250 resulting in 58,49,250 equity shares of 7 2 each. The exercise price per option shall be the face value of the share Rs. 2 each.

During the financial year 2025-26, 6,70,418 options were exercised by selected employees of the Company and its subsidiaries under the RSU 2020/ Plan.

The statutory disclosures as mandated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available for electronic inspection by the Members during the AGM and is also hosted on the website of the Company: https://www.indeaene.com and the certificate from the Secretarial Auditor confirming implementation of the above schemes in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and members approval, is annexed to the Boards report.

19. AUDIT REPORTS AND AUDITORS

AUDIT REPORTS

The auditors report for financial year 2025-26 docs not contain any qualification, reservation, or adverse remark. The report is enclosed with the financial statements in this Annual Report.

The secretarial audit report and management response to the same are enclosed in Annexure - 3 to this report.

The auditors certificate confirming compliance with conditions of corporate governance as stipulated under the listing regulations, for financial year 2025-26 is enclosed as annexure to the corporate governance report, which forms part of this Annual Report.

The secretarial auditors certificate on the implementation of share-based schemes in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations. 2021, is enclosed in Annexure - 4

AUDITORS

• Statutory Auditor

The Members at the 27 AGM held on 26 June 2025, appointed Deloitte Haskins & Sells, Chartered Accountants, Firm Registration No. 008072S as the Statutory Auditors of the Company, for a consecutive term of five years till the conclusion of the 32nd AGM of the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

• Secretarial Auditor

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, w.e.f. 13 December 2024, all listed entities incorporated in India shall appoint secretarial auditor for not more than one term of five consecutive years; or a firm of Secretarial Auditors for not more than two terms of five consecutive years, with the approval of its shareholders in its AGM.

Pursuant to the above, Madhwesh Prathap and Associates, Company Secretaries, (Firm Registration Number P2025KR103400) was appointed as the Secretarial Auditor of the Company for a term of five consecutive years, who shall hold office from the conclusion of the 27th AGM until the conclusion of the 32nd AGM of the Company. Accordingly, the said firm shall conduct secretarial audit for the financial years starting from financial year 2025-26 to 2029-30.

• Internal Audit

Grant Thornton India LLP servos as the internal auditors of the Company, in accordance with Section 138 of the Companies Act, 2013 road with Rule 13 of the Companies (Accounts) Rules, 2014.

• Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

20. REPORTING OF FRAUDS BY AUDITORS

During the year under review, an instance of fraud involving misappropriation of assets amounting to Rs.24.30 lakhs was identified, which was committed by an employee of the Company. The entire amount involved has since been fully recovered. The statutory auditors have reported the said instance in their audit report. No other fraud by the Company was noticed or reported during the year.

The Company has taken suitable corrective and preventive measures, including strengthening of internal and system-based controls and conducting focused training programmes for the concerned team, with a view to preventing recurrence of such incidents.

During the year under review, no further instances of fraud were reported to the Audit Committee by the statutory auditors or the secretarial auditor under Section 143(12) of the Companies Act, 2013.

21. COMMITTEES OF THE BOARD

As of 31 March 2026. the Company has duly constituted Audit Committee. Corporate Social Responsibility Committee. Nomination and Remuneration Committee, Stakeholders Relationship Committee, Investment Committee and Risk Management Committee, each of which is duly constituted to discharge its respective functions in accordance with applicable laws, regulations, and corporate governance standards.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms part of this Annual Report.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Companys annual return is available on its website at Annual General Meeting.

23. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and of the Listing Regulations. The said declarations are provided in Annexure - 5.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Listing Regulations, the Managements Discussion and Analysis Report is set out in this Annual Report.

The Managements Discussion and Analysis Report provides a comprehensive overview of the Companys business environment, industry developments, opportunities and threats, financial performance, risk management framework and internal control systems. It also outlines the Companys strategy and outlook reflecting the managements perspective on future growth and sustainability.

The shareholders arc advised to refer to the separate section on the Management Discussion and Analysis in this Report.

25. RISK MANAGEMENT

The Company believes that risks should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to manage risks effectively and efficiently.

The Companys risk management framework is supported by the Board of Directors, the management of the Company and the Risk Management Committee. The Risk Management Committee is delegated with responsibilities in relation to risk management and the sustainability reporting of the Company.

To further strengthen the organisations risk governance framework and ensure effective operationalisation of Enterprise Risk Management ("ERM"), the Company has established a Sub Risk Committee reporting to the Risk Management Committee. The Sub Risk Committee is responsible for driving ERM implementation across business units, monitoring key risk indicators, maintaining the enterprise risk register, and providing advisory inputs on emerging risks and mitigation strategies.

The Company has also formulated a risk management policy and established a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management, in order to guide decision-making on risk related matters.

The Companys Risk Management Policy is available on our website.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil mechanism under the Actand Regulation 22 of Listing Regulations. This Policy provides for adequate safeguards against victimization of persons who complain under the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Audit Committee of the Company oversees the functioning of the Whistle Blower framework. Complaints can be received through various channels established by the Company, including an online reporting portal and a dedicated hotline for anonymous reporting Indeaene Speak Up both managed by a third-party service provider, complaints received via a designated email address whistleblower@indeaene. com, in-person reporting with designated individuals, traditional mail to a designated postal address, or emails sent directly to the chairman of the Audit Committee at chairman.audit@indeaene.com.

The Companys Whistle Blower Policy is available on our website.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices arc essential for achieving sustainable growth, enhancing stakeholder value and maintaining transparency and accountability in its operations.

The Companys governance framework is designed to ensure ethical conduct of business, effective management oversight and compliance with applicable laws and regulations. The Board of Directors provide strategic direction and oversight, while ensuring thatthc management acts in the best interests of all stakeholders.

The Company has complied with the requirements of corporate governance as stipulated under the Act and the Listing Regulations, as applicable.

Our corporate governance report along with a certificate from the secretarial auditor, confirming compliance for the year ended 31 March 2026, as required under Listing Regulations, is placed in a separate section which forms part of this Annual Report.

The Company continues to strengthen its governance practices by adopting best-in-class policies and procedures, with an emphasis on integrity, transparency, accountability and responsible business conduct, thereby creating long-term value for its stakeholders.

28. BOARD EVALUATION

In accordance with the provisions of the Act and Listing Regulations, the Board of Directors have carried out the annual evaluation of its own performance, the performance of its Committees, and that of individual Directors.

During the year, the Company conducted the Board evaluation exercise for the second time, through an external independent agency. The evaluation was carried out through a structured and comprehensive process, which included circulation of detailed questionnaires and evaluation templates covering various aspects such as Board composition and structure, effectiveness of Board processes, adequacy and timeliness of information flow, and overall functioning of the Board.

The performance of the Committees was evaluated by the Board based on inputs received from the respective Committee members, taking into account parameters such as the composition of Committees, effectiveness of meetings, and discharge of rules and responsibilities.

The evaluation of individual Directors was carried out based on parameters such as participation in Board and Committee meetings, contribution to decision-making, quality of inputs, domain expertise, and adherence to ethical standards.

The entire process was carried out under the supervision and guidance of the Nomination and Remuneration Committee. The criteria and methodology adopted for the evaluation are in accordance with the Companys policy, which is available on the Companys website Policy for Evaluation of The Performance of The Board of Directors

29. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Our CSR philosophy is anchored in an ambitious vision: to cultivate, support, and scale next-generation capabilities in biopharmaceuticals and biotechnology, driving Indias evolution into a global IP powerhouse. We focus our partnerships exclusively on leading, tier-1 institutions and innovation hubs capable of driving global-quality outcomes across three highly strategic, interconnected pillars: (1) Accelerating Translation and Commercialization Pathways. (2) Cultivating Interdisciplinary Academic & Research Excellence, and (3) Building an Enabling Policy Environment and System-Level Architecture. In addition. Indegene remains profoundly committed to immediate community wellbeing and inclusive human development. We partner with highly reputable, structured organizations to achieve measurable social outcomes across the broader healthcare and education spectrum.

The Company has complied with the provisions of Section 135 of the Act and all its subsequent amendments. The brief outline of the Companys CSR policy and the CSR initiatives undertaken during the year under review are set out in Annexure-6 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

For further insights, please refer to the CSR section of this Annual Report.

For other details regarding CSR Committee, please refer Corporate Governance Report, which is a part of this Annual Report. The CSR Policy is available on our website.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, as amended from time to time, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the notes to the financial statements provided in this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Act and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Companys website at Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee, and before the Board for review and approval. All contracts, arrangements and transactions entered by the Company with related parties during financial year 2025-26 were in the ordinary course of business and on an arms length basis. There were no contracts, arrangements or transactions entered during financial year 2025-26 that fall under the scope of Section 188(1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of this report.

In terms of the Listing Regulations, a related party transaction is considered material if it exceeds or 10% of the annual consolidated turnover of the Company as per the Last audited financial statements, requiring prior approval of the members. During the financial year 2025-26. none of the related party transactions exceeded the prescribed materiality thresholds, consistent with the previous financial year.

The details of certain related party transactions entered into during the year are as follows:

1. Info Edge Limited:

During the year, the Company entered into a recruitment services agreement with Info Edge Limited, a Company in which Dr. Ashish Gupta. Independent Director of the Company, serves as an Independent Director. This transaction qualifies as a related party transaction under Section 188 of the Act. but it is not material as per the provisions of the Act. The transaction was carried out in the ordinary course of business and on an arms length basis, with charges as per the agreed terms. The transaction was reviewed and approved by the Audit Committee in accordance with the Companys related party transaction policy.

2. Indian School of Business:

Mr. Necraj Bharadwaj, Independent Director, is an Executive Board Member of Indian School of Business, which provides recruitment services to the Company. This transaction qualifies as a related party transaction under Section 188 of the Act, but is not material. It was carried out in the ordinary course of business and on an arms length basis, with charges as per the agreed terms. The transaction was reviewed and approved by the Audit Committee in accordance with the Companys related party transaction policy.

During the financial year 2025-26, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

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

In the context of Indegenes sustainability efforts, conservation of energy and technology absorption are pivotal components of our strategy to enhance environmental responsibility and operational efficiency.

Conservation of energy

(i) Steps taken or impact on conservation of energy:

The Company has undertaken several energy conservation measures across its facilities, including installation of LED Lighting across workspaces, sensor-based Lighting in mooting rooms and cabins, and sensor-based water fixtures to optimise resource usage. Energy-efficient VRF HVAC systems have boon deployed, and server room operations have boon strengthened through water Leak detection systems and preventive controls. These initiatives have resulted in improved energy efficiency and reduced environmental impact.

(ii) Steps taken by the Company for utilising alternate sources of energy:

The Company has enhanced its sourcing of renewable energy & currently, 67% of the energy requirements are met through renewable sources in our largest delivery center. Additionally, initiatives such as installation of EV charging infrastructure supportthe transition towards cleaner energy usage.

(iii) Capital investment on energy conservation equipments:

The Company has invested in energy-efficient infrastructure, including LED lighting systems, VRF HVAC systems, sensor-based fixtures, EV charging points, and upgraded DG sets with noise- reduction retrofits, contributing to sustainable energy management.

Technology absorption

(i) Efforts made towards technology absorption:

The Company has transitioned towards cloud- based IT systems, reducing reliance on energy- intensive on-premise data centres. It continues to adopt smart technologies and infrastructure upgrades to enhance operational efficiency.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

Adoption of cloud-based systems and smart energy solutions has resulted in improved operational efficiency, optimisation of resource utilisation, cost savings, and enhanced sustainability performance.

(iii) In case of imported technology (imported during the last three years):

(a) Details of technology imported: NA

(b) Year of import: NA

(c) Whether the technology boon fully absorbed: NA

(d) If not fully absorbed, areas where absorption has not taken place, and reasons thereof: NA

(iv) Expenditure incurred on Research and Development

No specific expenditure on research and development is reported for the purpose of this disclosure.

Foreign Exchange Earnings & Outgo

The total foreign exchange earnings during the year stood at Rs. 12,01.94.83.328 compared to Rs. 10,74,72,39,708 in the previous year while the foreign exchange outgo (including imports) stood at Rs. 2,99,39,198 compared to Rs. 59,76,52,348 in the previous year.

33. BOARD MEETINGS

The Board met five times during the financial year under review. The meeting details are provided in the Corporate Governance Report that forms part of the Annual Report. The maximum interval between any two mootings did not exceed 120 days, as prescribed by the Act.

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had boon followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the year and of the profit and loss of the Company for that period:

iii. they have taken proper and sufficient care towards 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.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls, to be followed by the Company and that such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India. For more details, shareholders are advised to refer to the Secretarial Audit Report annexed to this report as Annexure - 3

36. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

37. LISTING ON STOCK EXCHANGES

The Companys shares arc listed on BSE Limited and the National Stock Exchange of India Limited.

38. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the financial year, the provisions of Sections 124 and 125 of the Act. road with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") arc not applicable to the Company.

As the Company was listed on the stock exchanges in the year 2024 and declared dividend for the first time during the financial year 2024-25, the statutory requirements relating to transfer of unpaid or unclaimed dividend to the IEPF arc not applicable. Consequently, there was no requirement during the year to:

• Transfer any unpaid or unclaimed dividend amount to the IEPF.

• Transfer the underlying shares to the demat account of the IEPF Authority.

The Company remains committed to regulatory compliance and has boon circulating reminders to shareholders to claim their outstanding dividend amounts, if any, to ensure proper corporate governance.

39. REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company has not revised its financial statements or the Boards report.

40. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There wore no instances during the financial year 2025- 26 whore the Company has failed to implement any corporate action.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILTY REPORT ("BRSR")

In accordance with Regulation 34(2)(f) of the Listing Regulations, the BRSRforms part of this Annual Report. The report describes initiatives undertaken by the Company from an environmental, social and governance perspective. Further, SEBI vide its circular no. SEBI/HO/ CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, updated the format of BRSR to incorporate BRSR core, a subset of BRSR, indicating specific Key Performance Indicators ("KPIs") under nine Environmental, Social, and Governance ("ESG") attributes, which are subject to mandatory reasonable assurance by an independent assurance provider. In accordance with this requirement, the Company has appointed TUV SUD South Asia Private Limited as the assurance provider.

Demonstrating our continued commitment to responsible and sustainable business practices, the Company has complied with the BRSR requirements during the financial year 2024-25. The BRSR prepared in accordance with the format prescribed by Securities and Exchange Board of India, outlines the Companys ESG initiatives and performance for the year under review.

The BRSR forms an integral part of this Annual Report and is presented as a separate section. It is also made available on the Companys Investor Relations website and can be accessed at: https://ir.indeaene.com/en/ investor-relations/. This proactive disclosure reflects Indegenes dedication to transparency, stakeholder engagement, and sustainability-led growth.

42. DIFFERENCE IN VALUATION:

The Company has never made any onc-timc settlement against the loans obtained from banks and financial institution and hence this clause is not applicable.

43. APPRECIATIONS/ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude for the continued support and co-operation extended by the Members, customers, supply chain partners, suppliers, business associates, bankers, financial institutions, regulators, stock exchanges and various Central and State Government authorities.

The Board expresses its earnest gratitude to Statutory Auditors, Secretarial Auditor, Internal Auditors and other service providers for their continued support and the professional services rendered to the Company.

The Board places on record its deep appreciation fortho dedication, commitment and significant contributions made by the employees of the Company and its subsidiaries. Their professionalism and sustained efforts have boon instrumental in enabling the Company to maintain its growth trajectory and strengthen its position as a loading player in the IT services industry.

By order of the Board of Directors

For Indegene Limited

Sd/-

Manish Gupta

DIN:00219273

Chairman of the Board, Executive Director and Chief Executive Officer