Indoco Remedies Ltd Directors Report

Dear Members,

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

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS

The highlights of the performance of the Company for the year ended March 31, 2025 is summarized below:

( Rs. in Crores, except per equity share data)

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Income from Operations	1,518.19	1,790.81	1,664.92	1,817.29
Add: Other Income	18.48	8.51	5.45	9.85
Total Income	1,536.67	1,799.32	1,670.37	1,827.14
Profit Before Finance Cost, Depreciation,
	146.52	266.49	104.71	254.16
Amortization, Impairment and Tax
Less: Finance Cost	56.63	36.82	66.23	38.02
Less: Depreciation, Amortization and
	98.25	87.98	113.84	91.87
Impairment Expenses
Profit Before Exceptional Items and Tax	(8.36)	141.69	(75.36)	124.27
Exceptional Items	0.99	11.53	0.99	11.53
Profit Before tax	(7.37)	153.22	(74.37)	135.80
Less: Provision for Taxation
- Current	-	32.77	0.47	33.17
- Deferred	1.36	3.81	3.11	5.62
- Mat Credit Adjustments	-	-	-	-
Net Profit After Tax	(8.73)	116.64	(77.95)	97.01
Other Comprehensive Income
Items that will not be reclassified subsequently
	(6.00)	0.05	(6.04)	0.05
to profit or loss
Income tax relating to items that will not be
	1.51	(0.01)	1.52	(0.01)
reclassified subsequently to profit or loss
Items that will be reclassified subsequently to
	-	-	0.33	0.23
profit or loss
Income tax relating to items that will be
	-	-	0.06	-
reclassified subsequently to profit or loss
Total Other Comprehensive Income/(Loss),
	(4.49)	0.04	(4.13)	0.27
net of tax
Total Comprehensive Income for the year	(13.22)	116.68	(82.08)	97.28
Net Profit for the year attributable to-
- Owners of the Company	(8.73)	116.64	(73.74)	98.47
- Non-controlling interests	-	-	(4.21)	(1.46)
Other Comprehensive Income/(Loss)
attributable to-
- Owners of the Company	(4.49)	0.04	(4.13)	0.27
- Non-controlling interests	-	-	-	-
Total Comprehensive Income attributable to-
- Owners of the Company	(13.22)	116.68	(77.87)	98.74
- Non-controlling interests	-	-	(4.21)	(1.46)
Earnings per share (EPS) (of 2/- each)
Basic	(0.95)	12.66	(8.46)	10.53
Diluted	(0.95)	12.64	(8.45)	10.51

RESULTS FROM OPERATIONS On Standalone Basis

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

On Consolidated Basis

The Total Income stood at 1,670.37 crores in FY25 as compared to 1,827.14 crores in FY24. The Profit/ (Loss) Before Tax stood at (74.37) crores in FY25 as compared to 135.80 crores in FY24. The Net Profit/ (Loss) after Tax (Before OCI) stood at (77.95) crores in FY25 as compared to 97.01 crores in FY24. The financial performance and the results of operations, including major developments have been discussed in detail in the Management Discussion and Analysis report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CONSOLIDATED ACCOUNTS

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

DIVIDEND

Based on the Companys performance, the Board of Directors recommended a dividend of 0.20 per equity share of 2/- each (10%) for the financial year 2024-2025. The dividend on equity shares is subject to the approval of the members at the Seventy-Eighth Annual General Meeting ("AGM") scheduled to be held on Thursday, September 11, 2025. Dividend for the financial year 2023-2024 was 1.50 per equity share (75%).

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 05, 2025 to Thursday, September 11, 2025 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2025.

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

https://www.indoco.com/policies/IRL dividend distribution policy.pdf.

TRANSFER TO RESERVES

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

SHARE CAPITAL

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

Further to the above allotment, the paid-up share capital of the Company has increased from

18,43,64,410 (consisting of 9,21,82,205 equity shares of face value of 2 each) as on March 31, 2024 to

18,44,95,810 (consisting of 9,22,47,905 equity shares of face value of 2 each) as on March 31, 2025.

During the year under review, there is no change in Authorized Share Capital of the Company, which is

25,00,00,000 (Rupees Twenty Five Crores only) divided into 12,50,00,000 (Twelve Crores and Fifty Lakhs) Equity Shares of 2/- each.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

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

Xtend Industrial Designers and Engineers Private Limited

Warren Remedies Private Limited

Indoco Remedies Czech S.R.O.

Indoco Remedies UK Limited

FPP Holding Company, LLC

As on March 31, 2025, the Company has 2 Associate Companies.

Jalansar Wind Energy Private Limited*

Kanakal Wind Energy Private Limited*

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

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

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

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

Further, pursuant to Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company – www.indoco.com. Any person desirous of obtaining the said Financial Statements may write to compliance.officer@indoco.com. There have been no material changes in the nature of the business of the subsidiaries and associates during the financial year 2024-2025.

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

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

Ajay Mulgaokar (DIN: 10457626)

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on January 23, 2024, appointed Mr. Ajay Mulgaokar as an Additional Director designated as Independent Director for a period of five consecutive years effective from April 01, 2024 to March 31, 2029 subject to the approval of the shareholders. The Shareholders of the Company, vide postal ballot concluded on June 27, 2024 approved the appointment of Mr. Ajay Mulgaokar as an Independent Director of the Company for a period of five consecutive years effective from April 01, 2024 to March 31, 2029.

Satish Shenoy (DIN: 00230711)

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on January 23, 2024, appointed Mr. Satish Shenoy as an Additional Director designated as Independent Director for a period of five consecutive years effective from April 01, 2024 to March 31, 2029 subject to the approval of the shareholders. The Shareholders of the Company, vide postal ballot concluded on June 27, 2024 approved the appointment of Mr. Satish Shenoy as an Independent Director of the Company for a period of five consecutive years effective from April 01, 2024 to March 31, 2029.

Vasudha V Kamat (DIN: 07500096)

Dr. (Ms.) Vasudha V Kamat will complete her first term of five consecutive years as a Non-Executive Independent Director of the Company on September 23, 2025. The Board, on recommendation of the Nomination and Remuneration Committee and considering her expertise and experience and on the basis of the performance evaluation report, had approved her re-appointment as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from September 24, 2025 to September 23, 2030 (both days inclusive), subject to the approval of the shareholders of the Company at the ensuing 78^th Annual General Meeting.

Abhijit Y Gore (DIN: 00301688)

Mr. Abhijit Y Gore will complete his first term of five consecutive years as a Non-Executive Independent Director of the Company on October 02, 2025. The Board, on recommendation of the Nomination and Remuneration Committee and considering his expertise and experience and on the basis of the performance evaluation report, had approved his re-appointment as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from October 03, 2025 to October 02, 2030 (both days inclusive), subject to the approval of the shareholders of the Company at the ensuing 78^th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with

respect to Directors Responsibility Statement, it is hereby confirmed that: a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board of Directors met five (5) times during the financial year 2024-2025 on May 16, 2024, July 23, 2024, October 24, 2024, January 21, 2025 and March 25, 2025. The particulars of attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

Board & Committees of the Board

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

The Board of Directors of your Company in its meeting held on January 23, 2024 reconstituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee w.e.f. April 01, 2024 due to cessation of Mr. Divakar M Gavaskar (DIN: 00157378) and Mr. Rajiv P Kakodkar (DIN: 01519590), as an Independent Directors of the Company at the closure of business hours on March 31, 2024 and induction of Mr. Ajay Mulgaokar (DIN: 10457626) and Mr. Satish Shenoy (DIN: 00230711) as Independent Directors of the Company w.e.f. April 01, 2024.

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

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

PoD2/CIR/P/0155 dated November 11, 2024, with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its Committees and individual Directors as per the SEBI Guidance Note on Board Evaluation. The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires.

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

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

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

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

The Board also assessed the fulfilment of the independence criteria as specified in the Act and SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the Committee, independence of the Committee from the Board, contribution to decisions of the Board, etc.

Declaration by Independent Directors

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

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

Statement of Board of Directors

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

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the Company at www.indoco.com and can be accessed through the web link: https://www.indoco.com/policies/Familiarization programme for independent directors.pdf. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS

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

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

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

CORPORATE POLICIES

The details of the various policies approved and adopted by the Board of Directors as required under the Act and various SEBI regulations are provided below. The policies are reviewed periodically by the Board and updated as needed. The Board at its meeting held on March 25, 2025 revised and adopted the "Policy for Determination of Materiality of Events", "Policy on Materiality of Related Party Transactions", "Policy for Determining Material Subsidiaries" and "Insider Trading Code".

Key policies that have been adopted are as follows:

Name of the Policy Brief Description Web link
Dividend	Distribution The Dividend Distribution Policy https://www.indoco.com/policies/
Policy	establishes the principles to ascertain IRL dividend distribution policy.
	amounts that can be distributed to equity pdf
	shareholders as dividend by the Company
	as well as enable the Company to strike
	balance between payout and retained
	earnings, in order to address future needs
	of the Company.

 

Name of the Policy	Brief Description	Web link
Code of Conduct for	The Company has adopted a Code of	https://www.indoco.com/
Board of Directors and	Conduct for the Senior Management	policies/Code of Conduct for
Senior Management	Personnel, Directors (executive / non-	Board of Directors and Senior
	executive) including a code of conduct	Management.pdf
	for Independent Directors, which suitably
	incorporates the duties of Independent
	Directors as laid down in the Act.
Policy for	This Policy for Determination of	https://www.indoco.com/policies/
Determination of	Materiality of Events is aimed at providing	Policy for Determination of
Materiality of Events	guidelines to the management of the	Materiality of Events March2025.
	Company to determine the materiality	pdf
	of events or information, which could
	affect investment decisions and ensure
	timely and adequate dissemination of
	information to the Stock Exchange(s).
Whistle Blower & Vigil	This Policy has been formulated with	https://www.indoco.com/policies/
Mechanism Policy	a view to provide a mechanism for	Whistle Blower and Vigil
	directors, employees, other stakeholders	Mechanism.pdf
	of the Company as well as Anonymous
	Whistle Blowers (in exceptional cases) to
	approach the Ombudsperson / Chairman
	of the Audit Committee of the Company.
Policy for determining	This Policy aims to determine the Material	https://www.indoco.com/policies/
Material Subsidiary	Subsidiaries of the Company and to	Policy for Determining Material
	provide the governance framework for	Subsidiaries March2025.pdf
	such subsidiaries.
Risk Management	The Policy aims to communicate the	https://www.indoco.com/policies/
Policy	Companys systematic approach to	Risk Management Policy.pdf
	managing risk.
Policy on Materiality	The Policy regulates all transactions	https://www.indoco.com/policies/
and Dealing with	between the Company and its related	Policy on Materiality of Related
Related Party	parties.	Party Transactions March2025.
Transactions		pdf
Corporate Social	This Policy aims to strategically draw	https://www.indoco.com/policies/
Responsibility Policy	the guiding principles for selection,	Corporate Social Responsibility
	implementation and monitoring of CSR	Policy.pdf
	activities as well as formulation of the
	annual action plan by the Board of the
	Company, after taking into account the
	recommendations of its CSR Committee.
Familiarization	Familiarization Program aims to	https://www.indoco.com/policies/
Program for	familiarize the Independent Directors	Familiarization programme for
Independent Directors	with the Company, their roles, rights and	independent directors.pdf
	responsibilities in the Company, nature
	of the industry in which the Company
	operates, business model of the Company
	etc. through various initiatives that would
	facilitate their active participation in
managing the Company.
Name of the Policy	Brief Description	Web link
Nomination and	This Policy formulates the criteria for	https://www.indoco.com/policies/
Remuneration Policy	determining qualifications, competencies,	Nomination and Remuneration
	positive attributes and independence for	Policy.pdf
	the appointment of a director (executive
	/ non-executive) and also the criteria
	for determining the remuneration of the
	directors, key managerial personnel,
	senior management and other employees.
Policy on diversity of	This Policy sets out the approach to	https://www.indoco.com/policies/
Board of Directors	diversity on the Board of the Company.	Policy on Diversity of Board of
		Directors.pdf
Policy for Orderly	This Policy aims that investors do not	https://www.indoco.com/policies/
Succession for	suffer due to sudden or unplanned gaps	Policy for Orderly Succession.pdf
appointments to the	in leadership.
Board and Senior
Management
Board Evaluation	The Policy has been framed with an	https://www.indoco.com/policies/
Policy	objective to ensure individual directors	Board-Evaluation-Policy.pdf
	of the Company and the Board as a
	whole, work efficiently and effectively in
	achieving their functions, for the benefit
	of the Company and its stakeholders.
"The Code of Conduct	This Code provides framework for	https://www.indoco.com/policies/
for Prevention of	dealing with the securities of Company in	Insider Trading Code March2025.
Insider Trading" and	mandated manner.	pdf
the "Code of Practices
and Procedures for
Fair Disclosure of
Unpublished Price
Sensitive Information"
Policy	This Policy deals with the retention	https://www.indoco.com/policies/
for Preservation of	and archival of corporate records of the	policy for preservation of
Documents	Company and all its subsidiaries.	documents.pdf
Policy for Archival of	This Policy provides the guiding	https://www.indoco.com/policies/
Website	principles for the archival and storage of	policy for archival of website
Information	the Companys website information	informations.pdf

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

INTERNAL FINANCIAL CONTROLS

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

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

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee which reviews key risk elements of the Companys business, finance, operations and compliance. The Risk Management Committee also assesses the adequacy of mitigation plans to address such risks. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company. Risk Management Committee has formulated and implemented Risk Management Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy can be accessed on the Companys website at https://www.indoco.com/ policies/Risk Management Policy.pdf.

AUDITORS Statutory Auditor

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

Statutory Audit Report

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

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

Secretarial Auditor

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

Secretarial Audit Report

The Secretarial Audit was carried out by A. Y. Sathe & Co., Company Secretaries in Practice (FCS 2899/ COP 738) for the financial year 2024-2025. The Report given by the Secretarial Auditor is annexed as "Annexure D" and forms an integral part of this Boards Report. During the year under review, the Secretarial Auditor has not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act. The Secretarial Report for the financial year ended March 31, 2025, does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor

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

LOANS, GUARANTEES & INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

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

There were no material related party transactions entered by the Company during the year under review. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. Prior approval of the Audit Committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Particulars of contracts or arrangements or transactions with related parties referred to in section 188 of the Act, in the prescribed form AOC-2, is provided as "Annexure E" to this Boards Report.

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

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

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

SECRETARIAL STANDARDS

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

ANNUAL RETURN

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

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

PREVENTION OF SEXUAL HARASSMENT

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

DEPOSITS

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

OTHER DISCLOSURES

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

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, employees, business partners, Companys bankers, medical professionals and business associates for their continued support and valuable cooperation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

	For and on behalf of the Board of Directors
	Indoco Remedies Limited
	Sd/-
	Suresh G Kare
Place : Mumbai	Chairman
Date : May 22, 2025	DIN: 00179220