Indegene Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

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:

('' In Millions)

Particulars	Standalone For the year ended 31 March		Consolidated For the year ended 31 March
1	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 Tax Expense	2,901	2,447	5,646	5,613
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	-	-	- 1	-
Less: Transfer to Reserves	-3	-	3	-
Less: Dividend paid on Equity Shares	480	-	480	-
Less: Dividend paid on Preference Shares	-	-	- 1	-
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 ''12,206 Mn in FY 2025-26 as compared to ''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 ''2,119 Mn for FY 2025-26 as compared to ''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 environment and a healthy pipeline of Launches.
The macroeconomic and regulatory concerns that had
warranted caution a year ago have Largely been resolved,
Leaving the Company''s 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 GenAI-Led solutions. We increased our active
customer base from 73 to 91 and our $1Mn revenue
customers from 41 to 53 during the period.

The Company''s pipeLine entering FY 2026-27 is stronger
and Larger than at any prior year-end, with broad-based
depth and breadth across our top 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 reLy on us as they have over the Last 27 years
for our abiLity to run domain-intensive operations,
exercise human judgement, harness the power of
bLeeding-edge technoLogy and take accountabiLity for
business outcomes.

As an extension of this pattern, they now Look to us
to heLp convert the promise of AI 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 Lifesciences-Native GenAI pLatform that
encapsuLates our 27 years of domain experience and
understanding continues to scaLe and is now embedded
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: One-Click Submission, Agentic AOR (Agency
of Record) of the Future, Safety-in-a-Box, AI-powered
Personalized Customer Engagement and Intelligent
CLinicaL TriaL Operations. Each repLaces a manuaL,
fragmented industry process with a pLatform-driven,
AI-embedded one, and each is a category we beLieve
Indegene will define in the years to come.

Concurrently, through our internal Transform AI
programme, we continued to embed technology and
AI 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 $1Bn
product portfolio

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

• GenAI-powered pharmacovigilance 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

• Agentic 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-suite 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 we will continue on our
growth journey during FY 2026-27 as well.

Awards and recognition

The Company was recognised by several leading industry
analyst firms during the year. Everest Group named
Indegene a Leader on its PEAK Matrix® for Life Sciences
AI and Analytics Services for Commercial 2025. ISG
Group recognised Indegene 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.

I ndegene 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 at the Brandon Hall Group HCM Excellence
Awards 2025 in the Learning and Development
category and a Bronze at the 2025 Stevie® Awards for
Technology Excellence.

Indegene''s 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 India''s
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 Medal 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 cybersecurity practices
embedded across the organisation.

3. DIVIDEND

The Board recommends a final dividend of '' 2.25 per
equity share of face value '' 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
Company''s website atDividend 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 '' 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 2020”/ “Plan”).

As of 31 March 2026, the issued Share Capital of
the Company stood at '' 48,18,02,708 divided into
24,09,01,354* equity shares of ''2/- 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 '' 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
Company''s 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-1 to the Board''s 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 does not have any associate or joint
venture Company during the period under review.

12. DEPOSITS

The Company has not accepted any deposits from the
public and as such, no amount on 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 AGM. A resolution
seeking Member''s 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. Further, 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.

I n 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'' approval for their re-appointment forms 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 Company''s 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 sub¬
section (3) of Section 178 of the Companies Act,
2013, is available on our website, atNomination 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 Company''s Policy on Board Diversity is available on
our websitePolicy on Board Diversity

The Company''s policy on Criteria for making payment to
non-executive directors is available on our websiteCriteria
for Making Payment to Non-Executive Directors (Neds)

The Company''s 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 are 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 are
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 AI 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 thePeople 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 &
Redressal) 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 websitePrevention of
Sexual Harassment Policy

The Policy is applicable to all employees including
the Company''s 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 Company''s
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 Company''s 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 these Plans as a means
of sharing the value and growth generated by the
employees'' contributions over time. Additionally, these
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 2020”/ “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 are
within the overall ceiling approved under ESOP 2020
and are exercisable into equity shares of face value ''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 '' 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 2020”/ “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 '' 2 each. The exercise price per option
shall be the face value of the share '' 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.indegene.comand 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 Board''s report.

19. AUDIT REPORTS AND AUDITORS

AUDIT REPORTS

The auditors'' report for financial year 2025-26 does 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 auditor''s 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 auditor''s 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^th 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 32^nd 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 27^th AGM until
the conclusion of the 32^nd 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 serves as the internal
auditors of the Company, in accordance with
Section 138 of the Companies Act, 2013 read 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
''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 Company''s 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 Management''s Discussion and Analysis
Report is set out in this Annual Report.

The Management''s Discussion and Analysis Report
provides a comprehensive overview of the Company''s
business environment, industry developments,
opportunities and threats, financial performance, risk
management framework and internal control systems.
It also outlines the Company''s strategy and outlook,

reflecting the management''s perspective on future
growth and sustainability.

The shareholders are 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 Company''s 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 organisation''s risk governance
framework and ensure effective operationalisation of
Enterprise Risk Management (“ERM”), the Company
has established a SubRisk Committee reporting to the
Risk Management Committee. The SubRisk 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 Company''sRisk 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
Act and 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
reportingIndegene Speak Up 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 chairman of the Audit Committee at
[email protected].

The Company''s 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 are essential for achieving
sustainable growth, enhancing stakeholder value
and maintaining transparency and accountability in
its operations.

The Company''s 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 that the
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 roles 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 Company''s
policy, which is available on the Company''s 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 India''s 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 well¬
being 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 Company''s 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 theCSR sectionof
this Annual Report.

For other details regarding CSR Committee, please
refer Corporate Governance Report, which is a part
of this Annual Report. TheCSR 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 arm''s
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 Company''s website
atPolicy 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 arm''s 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.

I n 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 arm''s length
basis, with charges as per the agreed terms. The
transaction was reviewed and approved by the
Audit Committee in accordance with the Company''s
related party transaction policy.

2. Indian School of Business:

Mr. Neeraj 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 arm''s length
basis, with charges as per the agreed terms. The
transaction was reviewed and approved by the
Audit Committee in accordance with the Company''s
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 Indegene‘s 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 meeting rooms and
cabins, and sensor-based water fixtures to optimise
resource usage. Energy-efficient VRF HVAC
systems have been deployed, and server room
operations have been 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
support the 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 been 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 '' 12,01,94,83,328 compared to '' 10,74,72,39,708
in the previous year while the foreign exchange outgo
(including imports) stood at '' 2,99,39,198 compared to
'' 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 meetings 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. i n the preparation of the annual accounts, the
applicable accounting standards had been
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 Company''s shares are 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, read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”) are 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 are 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 been 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 Board''s report.

40. FAILURE TO IMPLEMENT ANY CORPORATE
ACTION

There were no instances during the financial year 2025¬
26 where 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 BRSR forms 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 Company''s 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 Company''s Investor Relations website
and can be accessed at:https://ir.indegene.com/en/
investor-relations/. This proactive disclosure reflects
Indegene''s dedication to transparency, stakeholder
engagement, and sustainability-led growth.

42. DIFFERENCE IN VALUATION:

The Company has never made any one-time 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 for the
dedication, commitment and significant contributions
made by the employees of the Company and its
subsidiaries. Their professionalism and sustained efforts
have been instrumental in enabling the Company to
maintain its growth trajectory and strengthen its position
as a leading 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

---

Mar 31, 2025

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 2025.

1. FINANCIAL POSITION AND STATE OF AFFAIRS

The summary of the financial results of the Company for the year ended 31 March 2025, are as follows:

('' In Millions)
Particulars	Standalone for the year		Consolidated	for the year
	ended 31 March		ended 31 March
	2025 |	2024	2025 |	2024
Revenue from operations	10,936	10,456	28,393	25,896
Other income, Net	904	503	1,072	763
Profit/loss before Depreciation, Finance Costs, Exceptional	2,709	2,183	6,415	5,817
items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment	262	311	802	761
Profit /loss before Finance Costs, Exceptional items and	2,447	1,872	5,613	5,056
Tax Expense
Less: Finance Costs	62	66	220	494
Other Expenses	-	-	-	-
Profit /loss before Exceptional items and Tax Expense	2,385	1,806	5,393	4,562
Add/(less): Exceptional items	-	-	-	24
Profit /loss before Tax Expense	2,385	1,806	5,393	4,586
Less: Tax Expense (Current & Deferred)	572	427	1,326	1,219
Profit /loss for the year (1)	1,813	1,379	4,067	3,367
Total Comprehensive Income/loss (2)	-13	-1	256	79
Total (1 2)	1,800	1,378	4,323	3,446
Balance of profit /loss for earlier years	6,311	4,933	11,064	7,618
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	8,111	6,311	15,387	11,064

2. 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.

After a weak FY 2023-24, where the top 30 biopharma organizations saw a 7.1% decline in their top line, FY 2024-25 was a period of low to modest growth for the industry. Most players reported a 0% to 10% growth with the industry growing at an average of 4% to 5%. FY 2025-26 seems to be a year of cautious recovery for the industry. The outlook for most of the top 20 pharma, as well as many mid-tier and small biopharma

companies, is encouraging. They are looking forward to a slew of launches and success with new products with increased optimism and a better outlook.

Corporate expansion

In India, the Company launched a new center in Hyderabad to strengthen our global delivery operations and better address growing business needs. In Europe, we launched a new entity in Spain and a new center in London. Indegene''s Europe-based clients can now benefit from the London center as a strategic hub for consulting and commercialization solutions and modernize their operations with an AI-first approach. The Company is strengthening its existing employee base in the region, with skillsets spanning a wide range of areas - consulting, creative, data and analytics, engineering and customer experience. Further, the Company acquired MJL, a UK-based specialized healthcare advertising and communications agency. These align with the Company''s long-term growth strategy in Europe, reiterating its commitment to enable life sciences clients in the region to be future-ready.

New technology solutions and partnerships

We launched Cortex, a fit-for-purpose Generative AI (“GenAI”) platform, verticalized for the life sciences industry. As a life sciences-specialist knowledge engineering and multiagent orchestration platform, Cortex by Indegene enables life sciences leaders to adopt and scale this transformative technology with enterprise-grade governance.

Earlier in the year, we announced a strategic GenAI collaboration with Microsoft, to help life sciences companies scale up GenAI adoption and accelerate more value generation from their GenAI investments. We also partnered with the Indian Institute of Science and Ignite Life Science Foundation to help advance scientific discoveries in India.

Awards and recognition

The Company was recognized among Financial Times (FT) High-Growth Companies in Asia-Pacific 2025. Recognized for the second year in a row, the ranking features companies across Asia-Pacific with the strongest revenue growth - particularly those that harness technology or adapt business models to keep expanding. This recognition is a testimony to Indegene''s growth, driven by deep medical expertise and contextualized technology capabilities.

We won two key Deloitte awards: the Technology Fast 50 (second year in a row) and Enterprise Growth Awards.

Everest Group, a leading global research and consulting firm, has recognized Indegene as a front-runner in generative AI life sciences market adoption. In its report, ‘AI-deas to Action: Operationalizing Generative AI in Life Sciences'', Everest Group acknowledged Indegene''s comprehensive GenAI capabilities, including scale, breadth of use cases, strategic partnerships and value delivered to clients. Another leading global research firm, HFS Research, named us a Leader in GenAI in Life Sciences.

We were awarded a Silver by EcoVadis for our focus on Sustainability.

The Company won a Silver and a Bronze at the inaugural Stevie Awards for Technology Excellence for GenAI-powered medical content development and pharmacovigilance, respectively. Our ground-breaking solution, Hyper-automated AI Ecosystem for Accelerated Insights Generation, was recognized as the winner in the ‘Product - Business Services'' category and won at the 2025 BIG Innovation Awards. AIM Research named us the Data Engineering Company of the Year, and among the Top 50 Firms for Data Scientists to Work For. The Economic Times awarded Indegene with a Silver for our GenAI Learning & Development initiative at their Future Skills Awards 2024 Conclave.

We were named in the ‘AVATAR Best Companies for Women to Work for'' Hall of Fame for winning this recognition five years in a row. We were also named among the Top 50 Companies with Great Managers in India by People Business Consulting. The Great Places to Work Institute (“GPTW”) recognized Indegene among India''s Top 50 Best Workplaces™ in Health & Wellness 2024. We were also recognized among the Top 50 Companies with Great Managers in the Great Manager Awards 2024 by People Business. This is Indegene''s second consecutive year of winning this recognition. Further, Indegene was recognized among India''s Best Workplaces™ in Health & Wellness 2024 by GPTW institute.

The Company successfully concluded its IPO during the year. Effective from 13 May 2024, the equity shares of the Company (Scrip Code: 544172) and NSE SYMBOL: INDGN, got listed and admitted to dealings on the Exchange.

Additionally, the Company secured the 432^nd position in the list of entities that have listed their specified securities, based on their average market capitalization from 01 July 2024 to 31 December 2024. As a result, the Company is ranked among the top 500 listed entities in its first year of listing.

3. DIVIDEND

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated and adopted a Dividend Distribution Policy (‘the Policy''). The Policy is available on the Company''s website: Dividend Distribution Policy.

The directors are pleased to recommend a final dividend of '' 2/- per equity share of face value '' 2/- each for the financial year ended 31 March 2025., subject to the approval of members at the ensuing Annual General Meeting.

4. BOOK CLOSURE AND RECORD DATE:

The Register of Members and Share Transfer Books of the Company will be closed from Friday, 13 June 2025, to Thursday, 26 June 2025 (both days inclusive) and the Company has fixed Friday, 13 June 2025 as the “Record Date" for the purpose of determining the entitlement of members to receive final dividend for the financial year ended 31 March 2025.

5. 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.

6. CHANGE IN THE NATURE OF BUSINESS

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

7. SHARE CAPITAL

During the FY 2024-25, the Company successfully launched an Initial Public Offer (“IPO") of 4,07,66,550 equity shares of face value of '' 2/- each at an issue price of '' 452/- per share, comprising of fresh issue of 1,68,33,818 shares out of which 1,65,37,610 equity shares were issued at an offer price of ''452/-per equity share to all allotees and 2,96,208 equity shares were issued at an offer price of '' 422 per equity share, after a discount of ''30 per equity share to the

employees aggregating to ''7600 mn and offer for sale of 2,39,32,732 equity shares by the selling shareholders aggregating to '' 10,817.59 mn 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.The equity shares were allotted to eligible applicants on 10 May 2024, and the listing and trading of the Company''s shares commenced on 13 May 2024, on NSE and BSE.

During the year under review, the Company also allotted a total of 7,39,053 equity shares on various dates pursuant to the exercise of stock options and restricted stock units. As of 31 March 2025, the issued Share Capital of the Company stood at '' 48,00,15,924 divided into 24,00,07,962* equity shares of ''2/- each.

*3,72,708 shares held by Indegene Employee Welfare Trust are not reflected in the share capital stated in the financial statements as of 31 March 2025.

8. 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 2024-25.

9. 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 FY 2024-25 till the date of this report.

10. 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.

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

During the year under review, there were no such significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

12. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 March 2025, the Company has 22 subsidiaries including step-down subsidiaries in United States, Singapore, Mexico, Japan, China, Ireland, Canada, United Kingdom, Germany, Switzerland and Spain.

During the year, the Company''s wholly owned subsidiary, Indegene Ireland Limited, acquired Indegene Spain, S.L.U. and MJL Communications Group Ltd. to strengthen its presence in Europe.

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-1 to the Board''s 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 2024-25. 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 website at financial information.

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

13. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 149 of the Act, Dr. Ashish Gupta, Mr. Jairaj Manohar Purandare, Mr. Pravin Udhyavara Bhadya Rao, Mr. Krishnamurthy Venugopala Tenneti and Dr. Georgia Nikolakopoulou Papathomas are the independent directors of the Company as on the date of this report. All the independent directors of the Company have provided requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder and Code for independent directors of the Act and Regulation 16(1) (b) of the Listing Regulations.

The members, at the 26^th AGM held on 6 September

2024, approved the re-appointment of Mr. Krishnamurthy Venugopala Tenneti as Independent Director, for a second term of 5 (five) years effective 28 July 2024 to 27 July 2029.

The members, vide postal ballot concluded on 17 April

2025, approved the following:

a) Re-appointment of Mr. Jairaj Manohar Purandare as Independent Director effective 28 April 2025 till 27 April 2030, for a term of five (5) years

b) Re-appointment of Dr. Ashish Gupta as Independent Director effective 28 April 2025 till 27 April 2030 for a second term of five (5) years and

c) Re-appointment of Mr. Pravin Udhyavara Bhadya Rao as Independent Director effective 08 June 2025 till 07 June 2030, for a term of five (5) years.

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.

In accordance with Section 152 of the Companies Act, 2013, Mr. Mark Francis Dzialga, (DIN: 00955485) and Dr. Rajesh Bhaskaran Nair, (DIN: 00219269), retire by rotation at the ensuing AGM and being eligible, offers themselves for re-appointment. A resolution seeking members approval for their re-appointment forms 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 2025, are: Mr. Manish Gupta, Chairman, Executive Director and CEO, Dr. Sanjay Suresh Parikh, Executive Director, Mr. Suhas Prabhu, Chief Financial Officer and Ms. Srishti Ramesh Kaushik, Company Secretary and Compliance Officer.

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company''s 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 2025, the Board has ten members, consisting of two executive directors, three non-executive and non-

independent directors and five independent directors. One of the independent directors of the Board is a woman director. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report 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 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 Company''s ''Policy on Board Diversity'' is available on our website Policy on Board Diversity.

The Company''s 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 Company''s policy on ''Terms and Conditions of Independent Directors'' is available on our website Terms and Conditions of Independent Directors.

16. 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 are being sent to the members, 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 are related to any Director of the Company.

7. HUMAN RESOURCES DEVELOPMENT

At Indegene, we believe that our employees are our greatest asset. We are dedicated to hiring and retaining top talent by fostering a collaborative and transparent culture that rewards merit and high performance. Our HR strategy centers on skill development, career growth, and guiding employees along their career paths.

The Learning & Development (“L&D") team, known as iAcademy, plays a critical role in this journey by enhancing the skills and capabilities of our workforce. In line with our commitment to continuous improvement, the L&D team has focused on preparing employees to meet the evolving demands of the industry. This report outlines key achievements, initiatives, and program deliveries from the past fiscal year.

Key Achievements of the L&D Team for FY 2024-25

During the FY 2024-25, the (“L&D") team made significant strides in advancing employee skills and promoting professional growth. Some of the key initiatives delivered include:

• Competency-based Upskilling and CrossSkilling: Ensuring employees acquire versatile skills to meet business needs.

• Role and Account-Specific Learning:

Tailoring programs to specific job functions to drive productivity.

• Enhanced OnBoarding Programs: Strengthening organizational belongingness and integrating our culture seamlessly for new hires.

• Open-House Workshops & Hackathons:

Promoting innovation and collaborative learning among employees.

• Leadership Competency Building: Preparing employees for leadership roles through targeted programs.

• Generative AI Awareness and Adoption:

Facilitating the integration of GenAI into employee workflows.

These initiatives not only supported employee engagement and growth but also aligned directly with organizational objectives, fostering a high-performance culture across the Company.

Courses and Program Delivery

During the FY 2024-25, April 2024 to March 2025, iAcademy scaled its learning impact through diverse formats and partnerships:

• 121 Courses Delivered across behavioral, functional, technical, and leadership domains.

• 22 Programs Launched, including:

o 14 Learning Journeys (progressive skill development tracks).

o 8 Specialized Programs for domain-specific or strategic needs.

• MOOC Integrations: LinkedIn Learning and Udemy offered on-demand upskilling opportunities.

Indegene was awarded the Silver Award at the Economic Times Future Skills Awards 2024 Conclave, honoring our pioneering work in advancing Generative AI in workplace learning.

High-Performance Culture

At Indegene, excellence is expected and celebrated. We have created an environment where individual contributions directly contribute to business outcomes, ensuring alignment with the Company''s strategic goals. Key actions taken this year include:

• Performance Assessments for identifying and rewarding high-impact contributions.

• Accelerated Pathways for high-potential talent to fast-track their growth.

• Visibility with Leadership to provide rising stars exposure to executive teams.

These initiatives have contributed to higher employee engagement and strengthened our performance-oriented culture.

Performance Management Evolution

During the FY 2024-25, we transitioned to a more dynamic and continuous growth model, moving away from annual reviews. The key enhancements include:

• Bi-Annual Performance Dialogues with a development-focused approach.

• Measurable Objectives aligned with Company strategy.

• Real-Time Feedback Mechanisms to support continuous improvement.

• Data-Driven Talent Analytics to monitor and optimize performance outcomes.

This new approach has resulted in improved engagement scores and more responsive talent management.

Future-Ready Careers at Indegene

Indegene is committed to cultivating #FutureReadyCareers by offering innovative work experiences, continuous learning opportunities, and wellness initiatives at the intersection of healthcare and technology. Our core values—Empathy, Trust, Collaboration, and Innovation—drive a culture of entrepreneurship, where employees feel valued and supported. These values also encourage employees to make a global impact in healthcare.

Recognized for leadership in life sciences digital transformation, Indegene was named a Front-Runner in GenAI Life Sciences Market Adoption by Everest Group and ranked in Deloitte''s Technology Fast 50 India Program in the HealthTech category for two consecutive years. Furthermore, Indegene was honored with the Data Engineering Company of the Year award at the AIM Data Engineering Summit 2024, and earned a place among AIM''s 50 Best Firms for Data Scientists to Work For.

GenAI@Work

Our GenAI@Work program equips employees to confidently and responsibly integrate Generative AI into daily workflows.

Program Highlights:

• Prompt Engineering Training and tool demonstrations (e.g., Microsoft Copilot).

• I nteractive Sessions with experts from Adobe, Microsoft, and others.

• Use Case Exploration across business functions to inspire innovation.

Indegene''s commitment to GenAI@Work earned us the Technology and AI Institute of the Year - Silver at the ETHRWorld Future Skills Awards 2024.

Career Competency Architecture & Individual Development Plans (IDP)

We support employees in owning their career paths through structured frameworks that align personal development with organizational goals.

• Career Competency Architecture: Clearly defines career progression, role expectations, and required competencies.

• Individual Development Plans (IDPs): Personalized goal-setting and progress tracking.

• Leadership Competency Framework: Develops leadership behaviors across all organizational levels.

These tools offer clarity, motivation, and structure for continuous growth.

Management Development Programs

To ensure our leadership pipeline is future-ready, we offer comprehensive, level-specific development tracks:

• New Manager Certification Program

-Supports first-time managers in building strong, empathetic teams.

• Future Fit Manager (FFM) 101 & 201- A 4-month program for mid-level managers emphasizing collaboration, emotional intelligence, and execution excellence.

• iLead Program- Tailored for C-band leaders, focusing on strategic thinking, innovation, and organizational decision-making.

These programs collectively ensure seamless leadership transitions and sustained business excellence.

Indegene Career Acceleration Program (iCAP)

The iCAP initiative is designed for high-potential talent from top B-schools, offering a two-year, immersive development experience.

Program Structure:

• Three Rotational Stints across critical business areas.

• High-Impact Assignments aligned with strategic business goals.

• Blended Learning Model combining domain, behavioral, and leadership training.

• Executive Mentorship and Coaching.

i CAP alumni emerge as well-rounded, strategically-minded professionals ready to lead in a fast-evolving healthcare landscape.

MyHealthMatters: Holistic Wellness for a Resilient Workforce

Recognizing the link between well-being and performance, MyHealthMatters is our holistic wellness initiative designed to support physical, mental, and emotional health.

Core Offerings:

• Wellness Webinars led by experts in mental health, fitness, and nutrition.

• Cultpass HOME Program: On-demand access to yoga, workouts, mindfulness, and meal planning.

• Employee Assistance Program - Mind Counsellor: One-on-one mental health support delivered by Dr. Sowmya Puttaraju and team.

These offerings ensure our workforce remains resilient, supported, and empowered to thrive.

18. PREVENTION OF SEXUAL HARASSMENT (“POSH”)

Indegene believes that all its employees have the right to be treated with respect and dignity. The organisation is committed towards creating a healthy working environment that enables its employees to work without fear, prejudice, gender bias or sexual harassment.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as the ‘PoSH Act'') and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 (hereinafter referred to as the ‘PoSH Rules''), the organisation has framed the Anti-Sexual Harassment Policy for prevention of sexual harassment at the workplace.

The same can be accessed on our website Anti-Sexual Harassment Policy

The Policy is applicable to all employees including the Company''s 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 this Committee. The constitution of the ICC is as per the PoSH Act and the Committee includes an external member from NGO with relevant experience.

During the year, the Company undertook several initiatives to promote awareness and prevention of sexual harassment in the workplace. Comprehensive training modules were made available to all employees, including managers, through the Company''s learning portal. A total of five awareness sessions were conducted for new joiners, covering 381 employees. In addition, an in-person awareness session was conducted specifically for housekeeping staff, covering 47 individuals. The Company also conducted half-yearly orientation sessions (two in total) for the members of the ICC to reinforce their understanding of relevant procedures and responsibilities.

During the year under review, one complaint was filed pertaining to sexual harassment in terms of the PoSH Act. However, there was no action taken by the employer / district officer. The complaint was suitably resolved as per the Company''s process. No complaints remained unresolved as on 31 March 2025.

19. 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 these Plans as a means of sharing the value and growth generated by the employees'' contributions over time. Additionally, these 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 2020''/ ‘Plan'')

Pursuant to the resolutions passed by our Board on 29 October 2020 and the members on 13 November 2020, the company adopted the ‘Indegene Limited Employee Stock Option Plan 2020'' (‘ESOP 2020''/ Plan). The ESOP 2020 was last amended pursuant to the resolutions passed by our Board on 23 November 2022 and the members on 28 November 2022 and later, ratified by the members in the AGM held on 06 September 2024.

The maximum number of options that may be granted under ESOP 2020 is 60,14,543 resulting in 60,14,543 equity shares of '' 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.

Options granted under ESOP 2020 shall vest not earlier than the minimum period of 1 (one) year from the date of grant of options and vesting of options would be subject to continued employment with the Company and its subsidiary company(ies), or associate company or company belonging to the same group (as may be applicable) and thus the options would vest essentially on passage of time.

During the FY 2024-25, 2,83,544 options were granted to selected employees of the Company and its subsidiaries under the ESOP 2020.

Indegene Employee Restricted Stock Unit Plan 2020'' (‘RSU 2020''/ ‘Plan'')

Pursuant to the resolutions passed by our Board on 29 October 2020 and the members on 13 November 2020, the Company adopted the Indegene Employee Restricted Stock Unit Plan 2020'' (‘RSU 2020''/ ‘Plan''). The RSU 2020 was last amended pursuant to the resolutions passed by our Board on 23 November 2022 and the members on 28 November 2022 and later, ratified by the members 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 '' 2/- each. The exercise price per option shall be the face value of the share '' 2/- each.

Options granted under RSU 2020 shall vest not earlier than the minimum period of 1 (one) year from the date of grant of options and vesting of Options would be subject to continued employment with the Company and its subsidiary company(ies), or associate company or company belonging to the same group (as may be applicable) and thus the options would vest essentially on passage of time.

During the FY 2024-25, 5,21,330 options were granted to selected employees of the Company and its subsidiaries under the RSU 2020.

The statutory disclosures as mandated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and a certificate from the Secretarial Auditors 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 Board''s report and will be available for electronic inspection by the Members during the AGM and is also hosted on the website of the Company: Annual general Meeting

20. AUDIT REPORTS AND AUDITORS

AUDIT REPORTS

The auditors'' report for FY 2024-25 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 2024-25 does not contain any qualification, reservation, or adverse remark and is enclosed as Annexure-3 to the Board''s Report, which forms part of this Annual Report.

The auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under the listing regulations, for FY 2024-25 is enclosed as annexure to the corporate governance report, which forms part of this Annual Report.

The secretarial auditor''s 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

B S R & Co. LLP, Chartered Accountants (Firm Registration No.:101248W/W-100022), were appointed as the statutory auditors of the Company, to hold office for period of four consecutive years from the conclusion of the 24^th AGM of the Company till the conclusion of the ensuing AGM, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

On the recommendation of the Audit Committee, the Board in their meeting held on 30 January 2025 approved the appointment of Deloitte Haskins & Sells (Deloitte), Chartered Accountants, (Firm Registration No. 008072S) as statutory auditors for a term of five years from the conclusion of the

27^th AGM till the conclusion of the 31^st AGM, subject to the approval of members at the ensuing AGM. Deloitte is proposed to be appointed as statutory auditor of the Company to conduct the audit from financial year 2025-26 to 2029-30.

• 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 members in its annual general meeting.

Pursuant to the above, the Board in their meeting held on 19 March 2025 proposed to appoint Madhwesh Prathap and Associates, as secretarial auditors for the first term of five years with effect from the conclusion of this 27^th AGM till the conclusion of the 32^nd AGM of the Company. Accordingly, the said firm shall conduct secretarial audit for the financial years starting from FY 2025-26 to FY 2029-30.

• Internal Audit

Grant Thornton India LLP were appointed as the internal auditors of the Company for FY 2024-25, as required under Section 138 of the Companies Act, 2013 read 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.

21. REPORTING OF FRAUDS BY AUDITORS

During the year 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 Board''s report.

22. COMMITTEES OF THE BOARD

As of 31 March 2025, 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.

The Risk Management Committee was constituted on 24 February 2025 in compliance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company had also constituted an IPO Committee, which was subsequently dissolved on 01 August 2024, upon the successful completion of its designated purpose, following the Company''s listing on 13 May 2024.

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.

23. ANNUAL RETURN

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

24. 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.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management''s Discussion and Analysis is set out in this Annual Report.

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

26. 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 Company''s 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 financial reporting process of the Company.

The Company has formulated a risk management policy and put in place 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. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

The Company''s ‘Risk Management Policy'' is available on our website Risk Management Policy.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a whistle-blower policy to provide a mechanism for its employees to report any concerns to the compliance officer or the chairman of the Company''s 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 [email protected], 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. [email protected].

The Company''s ‘Whistle Blower Policy'' is available on our website Whistle Blower Policy

28. CORPORATE GOVERNANCE REPORT

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. Our corporate governance report along with a certificate from the secretarial auditor, confirming compliance for the year ended 31 March 2025, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is placed in a separate section which forms part of this Annual Report.

29. BOARD EVALUATION

In line with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of directors have carried out an annual evaluation of its own performance, the performance of its committees, and of the individual directors.

The evaluation was conducted through a structured process, which involved circulation of detailed questionnaires and feedback forms designed to assess various aspects, including the composition and structure of the Board, effectiveness of Board processes, availability and quality of information, and overall functioning.

The performance of the committees was similarly evaluated by the Board, based on inputs received from the respective committee members, taking into account parameters such as the committee''s composition, effectiveness of its meetings, and fulfilment of its roles and responsibilities.

The entire evaluation process was carried out under the supervision and guidance of the Nomination and Remuneration Committee. The criteria and methodology adopted for the evaluation are detailed in the ‘Policy for Evaluation of the Performance of the Board of

Directors,'' which is available on the Company''s website. Policy for Evaluation of The Performance of The Board of Directors.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

At Indegene, we believe that our corporate mission ‘to create and deliver solutions for health care and life sciences today and tomorrow by integrating our expertise in technology, medical science, and communications'' not only drives our business activities but also represents the essence of how we can contribute to the social development and betterment of our community, country and the world.

Our corporate social responsibility (‘CSR'') policy and initiatives revolve around harnessing our medical and technology expertise and combining it with the collective desire of our team to make an impactful contribution to improving the health of our society.

We believe that equitable access to healthcare is a fundamental human right and is a core constituent of social and economic development. We also believe that health awareness and education are important engines for the improvement of health outcomes in our society.

The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments. The brief outline of the Company''s 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 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 CSR Policy.

31. 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.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval was obtained where applicable. None of the transactions with related parties falls under the

scope of Section 188(1) of the Act. As the Company does not have any RPTs to report pursuant to Sections 134(3)(h) and 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.

As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any Related Party Transactions (‘RPT'') exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require members'' approval. However, the Company discloses the following related party transactions entered into during the FY 2024-25. These transactions are not material as per the prescribed limits and, therefore, have not been disclosed in Form AOC-2.

1. Info Edge Limited:

During the year, the Company entered into a recruitment services agreement with Info Edge Limited, a Company in which Mr. 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 Companies Act, 2013, 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 arm''s length basis, with charges as per the agreed terms. The transaction was reviewed and approved by the Audit Committee in accordance with the Company''s related party transaction policy.

2. Indian School of Business:

Mr. Neeraj Bharadwaj, Nominee Non-Executive Director, is the Managing Director 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 Companies Act, 2013, but is not material. It was carried out in the ordinary course of business and on an arm''s length basis, with charges as per the agreed terms. The transaction was reviewed and approved by the Audit Committee in accordance with the Company''s related party transaction policy.

During the FY 2024-25, 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.

Pursuant to the requirements of the Act and the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a policy on RPTs and the same is available on the Company''s website: Policy on Related Party Transactions Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions

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

I n the context of Indegene‘s 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 ndegene is committed to reducing its greenhouse gas emissions and conserving resources by embracing sustainable practices across its business operations. The Company has set ambitious targets to reduce absolute Scope 1 and Scope 2 GHG emissions by 33.6% by FY 2027-28 from a FY 2022-23 base year and to reduce absolute Scope 3 GHG emissions by 20.0% within the same timeframe.

Several initiatives have been taken to improve energy efficiency, such as the progressive transition to LED lighting systems, the use of energy-efficient equipment, and the optimization of HVAC operations. Additionally, Indegene utilizes 67% of its electricity consumption in the Embassy Manyata Business Park facility from renewable sources.

Technology Absorption

Indegene''s approach to technology absorption involves integrating new technologies into its operations to drive innovation and improve efficiency. The Company invests in the development of new technologies, including AI. Indegene''s commitment to technology absorption is also evident in its efforts to move to cloud-based infrastructure, reducing the dependency on data centers and minimizing the energy footprint. The Company also collaborates with partners who provide state-of-the-art technology solutions, reflecting a commitment to sustainability and innovation.

Indegene''s focus on conservation of energy and technology absorption demonstrates its dedication to sustainability and operational excellence. By adopting energy-efficient practices and integrating advanced technologies, the Company is well-positioned to achieve its environmental goals and drive long-term value creation.

The 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 2023-24

Foreign Exchange Earnings & Outgo

The total foreign exchange earnings during the year stood at '' 10,74,72,39,708 compared to '' 10,23,52,43,348 in the previous year while the foreign exchange outgo (including imports) stood at '' 59,76,52,348 compared to '' 48,18,57,381 in the previous year.

34. BOARD MEETINGS

The Board met eight 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 meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

35. 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. i n the preparation of the annual accounts, the applicable accounting standards had been 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 Companies Act, 2013 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.

36. 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, members are advised to refer to the Secretarial Audit Report annexed to this report as Annexure 3.

37. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

As the Company is paying a dividend for the first time after its listing, we confirm that there are no unclaimed and unpaid dividends that are required to be transferred to the Investor Education and Protection Fund (‘IEPF''). Furthermore, no shares, on which dividends remain unclaimed or unpaid, are subject to transfer to the IEPF, in accordance with Section 124(6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.

38. REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company has not revised its financial statements or the Board''s report.

39. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances during the FY 2024-25 where the Company has failed to implement any corporate action.

40. BUSINESS RESPONSIBILITY AND SUSTAIN-ABILTY REPORT (‘BRSR’)

The Company has been ranked 432^nd based on the average market capitalization of entities that have listed their securities during the period from 01 July 2024, to 31 December 2024, as per the data published by the stock exchanges.

i n view of this ranking, the Company is required to establish appropriate systems and processes to ensure compliance with Clause (f) of Sub-regulation (2) of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from 01 April 2025.

Demonstrating our continued commitment to responsible and sustainable business practices, the Company has voluntarily complied with the BRSR requirements during the FY 2024-25. The Business Responsibility and Sustainability Report, prepared in accordance with the format prescribed by Securities and Exchange Board of India, outlines the Company''s Environmental, Social, and Governance (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 Company''s Investor Relations website and can be accessed at: Investor Relations. This proactive disclosure reflects Indegene''s dedication to transparency, stakeholder engagement, and sustainability-led growth.

41. DIFFERENCE IN VALUATION:

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

42. APPRECIATIONS / ACKNOWLEDGEMENTS

The Board expresses their earnest gratitude to all the customers, business partners, bankers, and auditors

for their continued support and association with the Company. We also wish to thank the government and all statutory authorities for their unwavering support and co-operation.

The Board would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

The Board also extends its sincere thanks to BSR & Co. LLP, Chartered Accountants, Chartered Accountants and Madhwesh K, Secretarial Auditor, wing of Ernst & Young LLP, providers of compliance management tool for their services to the Company.

The Board places on record its deep sense of appreciation for the committed services of all the employees and partners of the Company at all levels. The consistent growth was made possible by their hard work, solidarity, cooperation and support.

---

Mar 31, 2024

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

('' 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 '' 800,000,000 (Rupees Eighty Crore only), divided

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

• Paid up Share Capital

During the period under review, the Company issued 587,269 equity shares of '' 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 '' 443,695,644 divided into 221,847,822 equity shares of '' 2/- each to '' 444,870,182 divided into 222,435,091* equity shares of '' 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 Company''s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the period under review.

The Company''s “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 '' 2 each at an issue price of '' 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 '' 452 per equity share to all allotees and 296,208 equity shares were issued at an offer price of '' 422 per equity share, after a discount of '' 30 per equity share to the employees aggregating to '' 7,600 millions and offer for sale of 23,932,732 equity shares by the selling shareholders aggregating to '' 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 Company''s 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. Trilogy''s 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 Board''s 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 SEBI''s 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 Company''s 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 Company''s “Policy on Board Diversity” is available on our website https://resources.indegene.com/ indegene/pdf/polides/poUcy-on-board-diversity.pdf .

The Company''s 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 Company''s 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 Board''s report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of '' 1.02 crore or more per annum and empLoyees empLoyed for part of the year and in receipt of remuneration of '' 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 '' 60 lakh or more per annum or '' 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 industry''s 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 Company''s 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 '' 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 Auditor''s 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 Board''s report, which forms part of this Annual Report.

The Secretarial Auditor''s 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 Management''s discussion and analysis is set out in this Annual Report.

• RISK MANAGEMENT

The Company''s “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 Company''s 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 [email protected], 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 Company''s “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 SEBI''s 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 Company''s 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 Board''s 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 arm''s 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 Board''s 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. It''s 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 world''s 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. Indegene''s 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 Indegene''s 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 '' 10,235,243,348 compared to '' 9,699,232,782 in the previous year while the foreign exchange outgo (including imports) stood at '' 481,857,381 compared to '' 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:

¦ I n 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 Company''s 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 board''s 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 Board''s 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 Company''s empLoyees for their contribution towards the Company''s 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