Indegene Ltd Directors Report

BOARD REPORT

Dear members,

The board of directors hereby submit the report of the business operations of your Company ("the Company or "Indegene"), along with the audited financial statement, for the financial year ended 31 March 2024.

• FINANCIAL POSITION AND STATE OF AFFAIRS

	(Rs. In Millions)
Particulars	Standalone for the year ended 31 March		Consolidated for the year ended 31 March
	2024	2023	2024 :	2023
Revenue from operations	10,456	10,057	25,896	23,061
Other income, Net	503	368	763	580
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,183	2,147	5,817	4,541
Less: Depreciation/ Amortisation/ Impairment	311	317	761	598
Profit before Finance Costs, Exceptional items and Tax Expense	1,872	1,830	5,056	3,943
Less: Finance Costs	66	64	494	313
Profit before Exceptional items and Tax Expense	1,806	1,766	4,562	3,630
Add: Exceptional items	-	-	24	0
Profit before Tax Expense	1,806	1,766	4,586	3,630
Less: Tax Expense (Current & Deferred)	427	464	1,219	969
Profit for the year (1)	1,379	1,302	3,367	2,661
Total Comprehensive Income/loss (2)	-1	2	79	188
Total (1+2)	1,378	1,304	3,446	2,849
Balance of profit for earlier years	4,933	3,629	7,618	4,769
Balance carried forward	6,311	4,933	11,064	7,618

• HIGHLIGHTS OF THE YEAR & OUTLOOK

The biopharma industry has demonstrated consistent growth at a CAGR of 6.3% over the last 15 years. Covid was an unprecedented event during which the focus of the industry shifted to vaccines. Even after removing the impact of Covid from the growth numbers, the industry has still demonstrated a healthy 5.7% CAGR over the last 15 years.

In contrast, CY23 was a challenging year for the industry with the Top 30 biopharma organizations seeing a 7.1% decline in their top line. This was due to a drop in the vaccine revenue compounded by delay in new product launches on account of Covid led disruptions of clinical trials.

Looking ahead the outlook remains positive. 2024 is anticipated to be a year of growth, albeit at a modest 4.9%, setting the stage for recovery to 2022 levels and

a more robust growth in subsequent years, projected to be at an average of 5.8% in FY25 and FY26. The industry is expected to return to its historical growth numbers propelled by a wave of drug approvals and blockbuster launches over the next couple of years. This growth in the pharma industry also translates to growth for the pharma services and outsourcing industry.

• CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business by the Company during the period under review.

• CAPITAL AND DEBT STRUCTURE

• Authorized Share Capital

During the period under review, there was no change in the authorised share capital of the Company. The authorised equity share capital of the Company is Rs.800,000,000 (Rupees Eighty Crore only), divided

into Rs.800,000,000 (Rupees Eighty Crore only) consisting of 400,000,000 (Forty Crore) Equity shares of Rs.2 (Rupees Two only) each.

• Paid up Share Capital

During the period under review, the Company issued 587,269 equity shares of Rs.2/- each pursuant to the exercise of RSU 2020 Plan (Indegene Limited Employee Restricted Stock Unit Plan, 2020).

Accordingly, the issued, subscribed and paid-up equity share capital of the Company was changed from Rs.443,695,644 divided into 221,847,822 equity shares of Rs.2/- each to Rs.444,870,182 divided into 222,435,091* equity shares of Rs.2/- each.

*372,708 shares held by Indegene Employee Welfare Trust are not included in the financial statements as of 31 March 2024.

• Debentures, Bonds or any non-convertible securities

The Company has not issued any debenture, bonds or any non-convertible securities.

• Warrants

The Company has not issued any warrants.

• I ssue of shares with differential voting rights, sweat equity shares and ESOP / RSU

The Company has neither issued shares with differential voting rights nor sweat equity shares. Details of ESOP / RSU are forming part of this report under a separate head.

• 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 FY 2023-24.

• TRANSFER TO RESERVES

The Board of Directors of the Company, has decided not to transfer any amount to the Reserves for the period under review.

• DIVIDEND

The Board of Directors of the Company, after considering holistically the relevant circumstances and keeping in view the Companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the period under review.

The Companys "Dividend Distribution Policy" is available on our website https://resources.indegene. com/indegene/pdf/policies/dividend-distribution-policy. pdf

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

Subsequent to the year ended 31 March 2024, the Company has completed its initial public offering (IPO) of 40,766,550 equity shares of face value of Rs.2 each at an issue price of Rs.452 per share, comprising of fresh issue of 16,833,818 shares out of which 16,537,610 equity shares were issued at an offer price of Rs.452 per equity share to all allotees and 296,208 equity shares were issued at an offer price of Rs.422 per equity share, after a discount of Rs.30 per equity share to the employees aggregating to Rs.7,600 millions and offer for sale of 23,932,732 equity shares by the selling shareholders aggregating to Rs.10,818 millions. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 13 May 2024.

• 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.

• MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

During the period under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

• CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

The Company has not initiated any corporate insolvency resolution process under the insolvency and bankruptcy code, 2016

• MERGERS & ACQUISITIONS (M&A)

We have considerable experience in strategically identifying, acquiring, and integrating various companies and businesses to expand our operations inorganically and widen our range of solutions. Since 2005, we have successfully executed several acquisitions and have benefitted from the synergies, networks, technologies, and talent pools of the companies that we have acquired. Our primary focus from an inorganic perspective is to use M&A to strengthen our suite of offerings and to fill any capability gaps.

In the current financial year, we acquired a controlling stake in Trilogy Writing & Consulting GmbH (Trilogy). Trilogy is a Germany, UK, and US-based, medical writing consultancy with know-how in the development and delivery of clinical, regulatory, safety, and medical content. It applies its expertise and unique approach to deliver high quality medical writing solutions. Trilogy has a proven track record of more than 22 years of providing medical writing services to the biopharmaceutical and medical devices industry with strong expertise across oncology, immunology, neurosciences, urology, anti- infectives, endocrinology, respiratory diseases, and many other therapeutic areas. Trilogys dedication to strategic medical writing ensures client success in regulatory submissions across a breadth of health authorities including the US FDA, EU EMA, Health Canada, UK MHRA, China NMPA, Japan PMDA, and many others.

We continue to explore additional inorganic opportunities that can help us offer an enriched suite of offerings to our clients.

• SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has 18 subsidiaries including subsidiaries of subsidiaries viz: ILSL Holdings, Inc (USA), Indegene Fareast Pte Ltd (Singapore), Indegene Healthcare, Mexico S de RL de CV(Mexico), Indegene Japan Godo Kaisha (Japan), Indegene Lifesystems Consulting (Shanghai) Co., Ltd (China), Indegene Europe LLC, Switzerland (Europe), Indegene Ireland Limited (Ireland), Indegene, Inc. (USA), Indegene Healthcare Germany Gmbh Germany, Services Indegene Aptilon, Inc. (Canada), DT Associates Research and Consulting Services Limited (UK), DT Associates Research & Consulting, Inc. (USA), Indegene Healthcare UK LTD (UK), Cult Health, LLC (USA), Trilogy Writing and Consulting GmbH(Germany), Trilogy Writing and Consulting Limited (UK), Trilogy Writing and Consulting Inc.(USA), Trilogy Writing and Consulting ULC (Canada).

Further, a statement showing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-1 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 FY 2023-24. 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 on our https://www.indegene.com/investor-relations/financial- statements-of-subsidiaries.

The Company does not have any associate or joint venture Company for the period under review.

• DEPOSITS

The Company has not accepted any deposits, including from the public, and, as such, no amount of principal or interest was outstanding as on 31 March 2024.

• BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBIs listing regulations are available on our website at https://www.indegene.com/investor-relations.

• DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of composition of the Board and the committees are provided in corporate governance report forming part of this annual report.

• POLICY ON DIRECTORS

The Companys policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31 March 2024, the Board has ten members, consisting of two executive director, three non-executive and nonindependent directors and five independent directors. One of the independent directors of the Board is a woman director. Details of the Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate overview section that forms part 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 https://resources. indegene.com/indegene/pdf/policies/nomination-and- remuneration-policy.pdf .

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 https://resources.indegene.com/ indegene/pdf/polides/poUcy-on-board-diversity.pdf .

The Companys policy on "Criteria for making payment to non-executive directors" is available on our website https://resources.indegene.com/indegene/pdf/policies/ criteria-for-making-payment-to-non-executive- directors-neds.pdf

The Companys policy on "Terms and Conditions of Independent Directors" is available on our website https://resources.indegene.com/indegene/pdf/policies/ terms-and-conditions-of-independent-directors.pdf

• PARTICULARS OF EMPLOYEES

The Company had 4,367 employees as of 31 March 2024. The percentage increase in remuneration, the ratio of remuneration of each director and key managerial personnel (as required under the Companies Act, 2013) to the median of employees remuneration, and the list as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-2 to this Boards report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs.1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the said Annexure.

Notes:

1. The employees mentioned in the aforesaid annexure have / had permanent employment contracts with the Company.

2. The employees are neither relatives of any directors of the Company nor hold 2% or more of the paid-up equity share capital of the Company as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, except as stated in Annexure 2 of this Report.

3. The details of employees posted outside India and in receipt of a remuneration of Rs.60 lakh or more per annum or Rs.5 lakh or more per month is also part of the aforesaid annexure.

• HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industrys leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their careers and navigate their career path.

• DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the same can be accessed on our website https://resources.indegene. com/indegene/pdf/poLicies/anti-sexuaL-harassment- policy.pdf.

ALL employees (permanent, contractual, temporary, trainees) are covered under this policy. The details as per the provisions of rule 14 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 are hereunder:

The Company has constituted an InternaL CompLaints Committee(s) (ICC) to consider and resoLve aLL sexuaL harassment complaints reported to this Committee. The constitution of the ICC is as per the Act and the Committee incLudes an externaL member from NGOs with relevant experience. During the period under report, the Company has received (2) two complaints of sexuaL harassment which were immediateLy addressed and resolved by following the due process.

The Company conducted eLeven induction sessions for new empLoyees, two awareness sessions for manageriaL staff and one awareness session for housekeeping staff for creating awareness against sexual harassment.

During the period under review, two complaints were filed pertaining to sexual harassment in terms of the PoSH Act. The cases were pending for more than 90 days. However, there was no action taken by the employer / district officer. The complaints were suitably resolved as per the Companys process. No complaints remained unresolved as on 31 March 2024.

• EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS (RSUS)

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

• Employee Restricted Stock Unit Plan 2020 (RSU 2020):

The Company has in-place, the "Indegene Employee Restricted Stock Unit Plan 2020 ("RSU 2020")" which provides for the issue of maximum of 58,49,250 equity shares to employees at an exercise price equivalent to the fair market value of the Shares of the Company as on date of the grant of the options plus tax, if applicable.

The options movement under the RSU 2020 Plan as on 31 March 2024 is as follows:

Total number of options available as per the Plan	5,849,250
Total Grants made	1,050,232
Total options vested	67,639
Options lapsed / forfeited	37,004
Options exercised	67,639
The total number of shares arising as a result of exercise of options	845,764
Total number of options in force	945,589
Grants left for future disbursements	4,842,272

• Employee Stock Option Plan 2020 (ESOP 2020)

The Company has in-place, the "Indegene Limited Employee Stock Option Plan 2020 ("ESOP 2020") which provides for the issue of maximum of 6,014,543 equity shares to employees at an exercise price of Rs.2/- per share plus tax, if applicable.

The options movement under the ESOP 2020 Plan as on 31 March 2024 is as follows:

Total number of options available as per the Plan	6,014,543
Total Grants made	1,582,216
Total options vested	320,888
Options lapsed / forfeited	188,109
Options exercised	-
The total number of shares arising as a result of exercise of options	-
Total number of options in force	1,073,219
Grants left for future disbursements	4,748,686

Pursuant to a special resolution passed by the members of the Company on 22 August 2022, the Employee Stock Option / Restricted Stock Unit holders to whom options/units were granted prior to 5 July 2022 are eligible to receive Bonus shares in the ratio of 1:125 on exercise of such option/unit.

• AUDIT REPORTS

The Statutory Auditors Report for the financial year does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the Financial statements in this Annual Report.

The Secretarial Auditors Report for FY 2023-24 is enclosed as Annexure-3 to the Boards report, which forms part of this Annual Report.

The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is enclosed in Annexure - 4

• AUDITORS

• Statutory Auditor

M/s B S R & Co. LLP, Chartered Accountants, were appointed as the statutory auditors of the Company, to hold office for period of four years till the conclusion of the Annual General Meeting to be held in the year 2025, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

• Secretarial Auditor:

Mr. Madhwesh K, Practicing Company Secretary, is appointed as secretarial auditor of the Company for Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

• Internal Audit

Grant Thornton India LLP were appointed as the internal auditors of the Company for the Financial Year 2023-24, as required under Section 138 of the Companies Act, 2013 read with Rule 13 of 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.

• ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https:// www.indegene.com/investor-relations

• FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the "Policy for Familiarization Program for Independent Directors" available on our website https://resources.indegene. com/indegene /pdf/policies/policy-for-familiarization- program-for-independent-directors.pdf . Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities as per the said policy.

• 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 Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations. The said declarations are provided in Annexure - 5

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), the Managements discussion and analysis is set out in this Annual Report.

• RISK MANAGEMENT

The Companys "Risk Management Policy" is available on our website https:// resources.indegene.com /indegene/ pdf/policies/risk-management-policy.pdf

• ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a whistle-blower policy to provide a mechanism for its employees to report any concern to the Compliance Officer or the Chairman of the Companys Audit Committee.

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

The Companys "Whistle Blower Policy" is available on our website https:/ /resources.indegene.com /indegene/ pdf/policies/whistle-blower-policy.pdf

• CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Indegene, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

Since the Company was not listed as on 31 March 2024, the compliance certificate specified under para "E" of Schedule V of SEBIs Listing Regulation is not applicable.

• BOARD EVALUATION

The evaluation parameters and the process have been explained in the "Policy For Evaluation of The Performance of The Board of Directors" available on our website https:// resources.indegene.com /indegene/ pdf/policies/policy-for-evaluation-of-the-performance- of-the-board-of-directors.pdf .

• CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys CSR Policy is available on our website https:// resources.indegene.com/indegene /pdf/policies/ corporate-social-responsibility-policy.pdf .

The annual report on our CSR activities is appended as Annexure - 6 to the Boards report.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

• PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

There were no contracts, arrangements or transactions entered into during Financial Year 2023-24 that fall under the scope of Section 188(1) of the Companies Act, 2013 since all the contracts with related parties are on arms length basis and in ordinary course of business. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure - 7 to the Boards report.

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

During the period under review, the Company worked on various measures to promote sustainability. It implemented best practices to improve its operations, reduce its environmental impact, and enable a safe return to work (RTO).

Our purpose is our reason for existence. Its what drives our team and everything we do. From our founding days, we focused on modernizing healthcare operations by applying deep medical science expertise and fit-for- purpose technology. In a digital-first world today, our purpose could not have been more relevant. At Indegene, we bring together extensive medical expertise, purpose- built technology, and an agile operating model to deliver exceptional results. Our clientele includes 19 of the worlds top 20 pharma companies.

Energy management

Energy consumption is a major contributor to our overall environmental footprint. Indegene is committed to minimize energy usage, reduce greenhouse gas emissions, maximize energy efficiency, and continue to increase the share of renewable energy in our day-today operations. Indegenes offices are operated in leased buildings in tech parks. Most of our energy consumption comes from the grid electricity we consume to run our buildings and some of our locations include diesel generators (DG sets), which are used as a backup in case of any power outage. We possess restricted operational authority concerning electricity utilization throughout our value chain. Moreover, due to availability limitations, our capacity to leverage renewable alternatives remains confined. During this reporting period, 67% of our electricity was powered by renewable energy across our Indian offices. Globally, our renewable energy share for FY 2022-23 as part of our total electricity consumption was 55% and grid electricity accounted for the remaining 45%.

Water Stewardship

The water we use across our offices is provided by the building owners through sources such as groundwater, municipality and local water bodies, tankers, and recycled wastewater. We further procure packaged drinking water for our domestic drinking water consumption in our offices. The water used in our offices is discharged to sewage treatment plants (STPs) operated by the building owners and is further reused for flushing and gardening activities. The wastewater quality in the STPs is consistently monitored as per Central Pollution Control Board (CPCB) guidelines and is discharged as per regulatory guidelines.

Our efforts to reduce water consumption includes deploying water-efficient fixtures like sensor-based taps, low-flow aerators, and smart meters to detect leaks and trigger predictive maintenance alerts. We have also started deploying flow meters in our office spaces in India to monitor volumes of water consumed. We are constantly improving the process of data collection related to water management and seek to incorporate data from our global offices as well.

Climate change and GHG emissions

At Indegene, climate change considerations consistently hold a pivotal position in all our strategies, ranging from mergers and acquisitions to leasing new office spaces and engaging with stakeholders. Indegene has committed to near term SBTi targets, and these targets have been validated with FY2023 emissions as the baseline. While maintaining our commitment, we also proactively integrate robust initiatives to enhance our sustainability performance. This involves a steadfast incorporation of clean technology in both our operations and the solutions we offer to clients, with the aim of reducing our environmental footprint.

Diversity, Equity, and Inclusion

We recognize that diversity improves our ability to attract, retain, motivate, and develop the best talent, create an engaged workforce, deliver the highest quality services to customers, and continue to grow the business. Our Diversity & Inclusion Policy (D&I) sets out the guiding principles and practices which underpin Indegenes approach to developing and maintaining a diverse workplace. The policy is reviewed by our senior management and board periodically.

We have consistently been recognized for our unwavering commitment to inclusivity, receiving prestigious awards as a top workplace for women, working mothers, healthy work environments, and exceptional management. With women comprising 45% of our workforce, our complete dedication lies in creating a vibrant and empowering environment that caters to their specific needs. Through ongoing initiatives and support systems, our aim is to ensure that women at Indegene not only thrive but also flourish in their professional journeys.

Your Company has published its sustainability report for the FY 2023-24 and the same is available on the website of the Company at Sustainability_Report_ Indegene_2023.

Foreign Exchange Earnings & Outgo

The total foreign exchange earnings during the period stood at Rs.10,235,243,348 compared to Rs.9,699,232,782 in the previous year while the foreign exchange outgo (including imports) stood at Rs.481,857,381 compared to Rs.508,484,805 in the previous year.

• BOARD MEETINGS

The Board met seven times during the financial year. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

• COMMITTEES

As on 31 March 2024, the Board had five committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, IPO Committee and Investment Committee.

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.

• RECOMMENDATIONS OF AUDIT COMMITTEE

During the period under review, all recommendations made by the committees were approved by the Board.

• 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:

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 at the end of the year and of the profit and loss of the Company for that period;

• They have taken proper and sufficient care towards 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.

• They have prepared the annual accounts on a going concern basis.

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

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

• COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

• LISTING OF STOCK EXCHANGE

The Companys shares were Listed on National Stock Exchange of India Limited and BSE Limited on 13 May 2024.

• INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has no unclaimed and unpaid dividends to be transferred to IEPF. Further, no shares on which dividends are unclaimed/unpaid, are required to be transferred to IEPF under section 124 (6) of the Companies Act 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.

• REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company has not revised its financial statement and boards report.

• REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

• FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances during the financial year 202324 where the Company has failed to implement any corporate action.

• APPRECIATIONS / ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also Like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

By order of the Board of Directors for

Indegene Limited

Manish Gupta

DIN:00219273

Chairman, Executive Director and Chief Executive Officer