Dear Members,

Your Directors take pleasure in presenting the 84^th Annual Report together with the Audited Accounts of FDC Limited ("the Company/ your Company") for the year ended March 31, 2024 ("the Year").

1. FINANCIAL RESULTS

(Rs in lakhs)

2. COMPANY'S PERFORMANCE

On a consolidated basis, your Company achieved a total income of H 2,04,457.53 Lakhs for FY 2023-24 as against total income of H 1,83,360.58 Lakhs in the previous year.

Your Company reported a net profit of H 30,505.87 Lakhs for FY 2023-24 against a net profit of H 19,382.81 Lakhs for the previous financial year.

(During the year the Company had Bought Back its 31,00,000 (Thirty-One Lakhs) Equity Shares through Stock Exchange. The buyback was approved by board of directors at their meeting held on August 09, 2023 and Completed on September 13, 2023).

6. DIVIDEND

The company has not declared Dividend during the financial year ended March 31, 2024.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at https://www.fdcindia.com/ pdf/policies/DIVIDEND_DISTRIBUTION_POLICY_OF_ FDC_LIMITED.pdf

On a standalone basis, your Company achieved a total income of H 2,01,940.32 Lakhs for FY 2023-24 as against total income of H 1,83,094.37 Lakhs in the previous year.

Your Company reported a net profit of H 30,716.30 Lakhs for FY 2023-24 against a net profit of H 20,096.64 Lakhs for the previous financial year.

3. TRANSFER TO RESERVES

During the year, the Company had transferred the amount of H

NIL from Retained Earnings to General Reserves.

4. CHANGE IN NATURE OF BUSINESS:

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

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2024 is as follows:

7. MANAGEMENT DISCUSSION AND ANALYSIS FY 2023-24

The Company's Management provides an analysis of its performance for the financial year ending March 31, 2024, along with its future outlook. This outlook is based on an evaluation of the current business environment and may change due to future economic and other developments, both domestically and internationally.

Economic overview

Global economy

Continuous geopolitical turmoil, supply chain disruptions and rising inflation had roiled the global economy in CY 2023. However, the global economy demonstrated remarkable resilience, achieving a growth rate of 3.3% while inflation levels steadily declined to its target levels.

According to the International Monetary Fund (IMF), the global economy is anticipated to sustain its momentum at 3.2% in CY 2024. The year under review witnessed advanced economies such as the USA surpassing its pre-pandemic growth while emerging markets and developing economies (EMDEs) recorded positive growth trajectories. However, China grappled with real-estate issues and subdued consumer confidence, achieving 5.2% GDP growth in CY 2023. Looking forward, advanced economies are expected to grow by 1.8% while EMDEs might have a slight slowdown in growth.

With central banks resorting to calibrated interest rate hikes, inflation has declined faster-than-anticipated in most regions. Inflation declined from its CY 2022 peak to 6.8% in CY 2023 and is further expected to decline to 5.9% in CY 2024 and 4.5% in CY 2025. However, challenges still persist. Service inflation has proven to complicate normalization of monetary policies.

Despite challenges, the global economy outlook seems optimistic. The resilience of economies worldwide and implementation of effective monetary policies are anticipated to be instrumental in sustaining the growth of the global economy.

Indian economy

According to the National Statistical Office (NSO), the Indian economy saw significant growth in FY 2023-24, with real GDP achieving a growth rate of 8.2%, marking a significant increase from 7.0% in FY 2022-23. Despite the global economy grappling with various headwinds, the Indian economy maintained its status as one of the world's fastest-growing economies. The Indian government's effective initiatives and the Reserve Bank of India's (RBI) strategic policies have established India as a favorable business destination, contributing to overall economic development and benefiting industries across all sectors.

Additionally, foreign direct investment (FDI) reached USD 71.0 billion, which can be partially attributed to India's presidency at the G20 summit in FY 2024. The country is progressing towards achieving the status of an advanced economy, aiming to surpass Japan and Germany and achieve the status of world's third largest economy. To sustain the positive growth momentum, the Government of India has undertaken several initiatives, including enhancing investment in infrastructure and strengthening the manufacturing capabilities of the country. Notably, investment in machinery and equipment, which had declined for two consecutive years, has rebounded strongly. Gross Fixed Capital Formation (GFCF) accelerated to 10.2% in FY 2023-24, up from 6.6% in FY 2022-23, driven by increased investments, especially from government infrastructure spending.

resulting in more targeted and effective treatments. Furthermore, the growing prevalence of lifestyle-related diseases, such as diabetes and cardiovascular conditions, ensures a continued need for pharmaceutical interventions. Together, these factors drive the global expansion of the pharmaceutical market.

Industry overview

Global pharmaceutical industry

The global pharmaceutical market is a critical segment of the healthcare industry, encompassing the research, development, production and distribution of medications and medical treatments. The industry helps in supplying vital drugs for the prevention, treatment and management of a wide range of diseases and medical conditions.

Currently valued at approximately USD 1,559.53 billion in 2023, the industry is projected to exceed USD 2,832.66 billion by 2033, growing at a compound annual growth rate (CAGR) of 6.15% from 2024 to 2033.

Demographic trends, including an aging population and longer life expectancy, have increased the demand for pharmaceutical products to manage age-related health issues and chronic diseases. Simultaneously, rising healthcare expenditures, particularly in emerging economies, are bolstering investment in healthcare infrastructure and promoting research and development in the pharmaceutical R&D. In addition to this, innovations in biotechnology, genomics and personalised medicine have expedited drug discovery and development,

Global pharmaceuticals industry analysis and trends 2024

The pharmaceutical landscape is undergoing a significant transformation, marked by substantial investments, advancements in pharmaceutical technologies, the expiration of pivotal patents, burgeoning inter-organizational collaborations and a favourable regulatory climate.

1. Continued dominance of small molecule drugs: Small molecule drugs account for global sales at approximately 54.9%, primarily due to ease of manufacturing, formulation and administration as well as the low cost compared to biologics. These small-molecule drugs has proven to be instrumental in providing effective treatments for oncology, diabetes, autoimmune and respiratory diseases.

2. Increasing adoption of biologics: Biologics are derived from living organisms and can target specific molecules or cells involved in the disease processes, making it more efficient and effective than traditional small-molecule drugs.

3. Outsourcing of drug development and manufacturing: Outsourcing of drug development and manufacturing will help in reducing costs and improve efficiency. CMOs and CROs offer a wide range of services, supporting pharma companies to focus on core drug discovery and development competencies.

4. Leveraging advanced technology: With the advent of AI, it has facilitated the demand of personalised medicine, augmented drug discovery and streamlined operations. Additionally, market players are exploring the possibilities of extended reality technologies. Furthermore, the Internet of Things (IoT), sensors and wearables are restructuring the way the pharma industry is functioning with the availability of real-world data.

5. Increasing focus on emerging markets: A burgeoning population, rising disposable incomes and increasing healthcare demand have established emerging economies as lucrative markets for the pharmaceutical companies, accelerating the growth of the industry.

6. Market players undertaking strategic initiatives: Pharmaceutical companies are exploring the benefits of Artificial Intelligence and Machine Learning to automate tasks and improve efficiency. The companies are also implementing strategies to reduce exorbitant research prices. In addition to this, market players are opting for collaborations with other companies and research institutions to share resources and expertise.

7. Extended Reality (XR): The visualizations are enabled with the help of mixed reality (MR), virtual reality (VR), and augmented reality (AR) like never before. In pharmaceutical research and manufacturing pharma startups are exploring the possibilities of extended reality technologies.

Among research teams irrespective of the location, the extended reality tools facilitate data-rich and meaningful real-time interactions. There are multiple startups out there in the pharmaceutical industry turning human augmentation into a tangible possibility with the use of extended reality wearables and tools.

8. Supply chain management: Managing a robust supply chain is essential for pharmaceutical companies. Market players are investing in building a resilient to ensure the safety and quality of their products. With the advent of technology, pharmaceutical companies can use technologies to track products and ensure transparency.

9. Real-World Data: The transforming innovations in the pharma industry are real-world data and real-world evidence (RWE). The real-world data includes a detailed study of patient health status, treatment data, and health reports that are collected routinely. As the pharma industry is a research-intensive field, it must ensure the data it uses is reliable and of real value.

The Internet of Things (IoT), sensors, and wearables are restructuring the way the pharma industry is functioning with the availability of real-world data.

10. Obtaining intellectual property: Intellectual property is critical to the success of pharmaceutical companies, however, protecting and enforcing patents can be a complex and costly process. Pharmaceutical companies must invest in robust intellectual property protection strategies to safeguard their innovations.

11. Curative Therapies: There is a drastic shift in the model of treating illnesses from managing diseases to curing diseases. Genetically engineered viruses are the most common vectors used for gene therapy and these have revolutionised treatment procedures.

12. High costs of medications: The high cost of medications or pricing pressure comes from government regulators and consumers. It is essential for the pharmaceutical companies to find methods that helps in balancing affordability and profitability.

(Source: Global Pharma Tek)

Indian Pharmaceutical Industry

India's pharmaceutical market stands as the world's third largest by volume with the valuation of USD 50 billion. The chronic segment is expanding rapidly at 9.7%, compared to the acute segment's growth of 6.3%.

Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. The pharma sector currently contributes to around 1.72% of the country's GDP. The major segments of the Indian pharmaceutical industry includes generic drugs, OTC medicines, bulk drugs, vaccines, contract research and manufacturing, biosimilar and biologics. India also holds the position of the global leader in the supply of DPT, BCG and Measles vaccines.

Over 500 different APIs are manufactured in India, contributing 57% of APIs to the WHO's prequalified list and 8% to the global API industry. The pharmaceutical sector is among the top ten most attractive sectors for foreign investment in India. About 20% of the global exports in generic drugs are met by India. India is among the top 12 destinations for biotechnology worldwide and 3rd largest destination for biotechnology in Asia Pacific. Indian pharmaceutical exports have reached over 200 countries, including highly regulated markets such as the USA, Western Europe, Japan and Australia. India has supplied approximately 45 tonnes and 400 million tablets of hydroxychloroquine to around 114 countries worldwide. Furthermore, the medical devices sector in India was valued at US$ 11 billion in 2023, accounting for an estimated 1.5% of the global medical device market.

The Indian pharmaceutical industry has seen a massive expansion over the last few years and is expected to reach about 13% of the size of the global pharma market while enhancing its quality, affordability and innovation. During FY18 to FY23, the Indian pharmaceutical industry logged a compound annual growth rate (CAGR) of 6-8%, primarily driven by an 8% increase in exports and a 6% rise in the domestic market. The domestic pharmaceutical sector expects sales to grow 8-10% in the financial year 2023-24, indicated an analysis done by CRISIL, a global analytical research and rating agency.

(Source: Department of Pharmaceuticals, Make in India, Invest India)

According to IQVIA, in FY 2023-24, 2,948 new brands were launched, generating sales of 1,290.3 crore. The respiratory segment led with the highest value of 160.9 crore from 215 brands, followed by vitamins, minerals and nutrition products, accumulating 153.9 crore from 450 brands. Pain and analgesics came in third, with a value of 151.9 crore from 361 brands.

(Source: IQVIA TSA Dataset Mar'24 MFR Report)

India's pharmaceutical sector is renowned for its high standards of quality compliance, with 703 facilities approved by the US FDA as of April 2023, 386 plants compliant with European GMP standards as of November 2022, and 2,418 WHO-GMP-approved plants. To further enhance the regulatory framework, revised pharma manufacturing rules under Schedule-M were introduced in December 2023, aligning Good Manufacturing Practices with global standards and ensuring quality control.

Historically, India's pharmaceutical industry relied heavily on API imports from a single country. However, the PLI schemes for bulk drugs and pharmaceuticals have strengthened supply chain resilience, enhancing fermentation-based manufacturing, leading to increased production of antibiotics such as Penicillin G and Clavulanic Acid. Between FY22 and FY24, the CAGR for bulk drug imports was 2.3%, while exports grew at a CAGR of 5.9%. Consequently, India has transitioned to being a net exporter of bulk drugs. In FY24, bulk drug exports were valued at 39,632 crore, compared to imports worth 37,722 crore.

(Source – Indian Economic Survey, 2023-24)

INDUSTRY VISION 2025

Road Ahead

The Indian pharmaceutical industry holds immense potential for investors. The industry has earned the moniker of ‘Pharmacy of the World' as millions of people worldwide have received affordable and inexpensive generic medications from India. India adheres to the Good Manufacturing Practices (GMP) standards set by the World Health Organization (WHO) and the United States Food and Drug Administration (USFDA).

Going forward, increased domestic demand is anticipated to compel companies to align their product portfolio towards chronic therapies for diseases such as such as cardiovascular, anti-diabetes, anti-depressants and anti-cancers. The Indian Government has taken various steps to reduce costs and bring down healthcare expenses. The National Health Protection Scheme, aiming to offer universal healthcare, growing geriatric ageing population, rise in chronic diseases and opening of pharmacies that offer inexpensive generic medications are anticipated to boost the growth of the Indian pharmaceutical industry. In addition to this, the introduction of generic drugs into the market is further expected to benefit the Indian pharmaceutical companies. Furthermore, the focus on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies.

(References: Consolidated FDI Policy, Press Information Bureau (PIB), Media Reports, Pharmaceuticals Export Promotion Council, AIOCD-AWACS, IQVIA, Union Budget 2023-24)

Medicine spending in India is set to soar by 9-12% over the next five years, making the country rank in the top 10 globally for medicine expenditures.

FACTORS DRIVING INNOVATION AND GROWTH IN PHARMACEUTICAL INDUSTRY

Research and Development (R&D) spending in Indian Pharmaceuticals

The biotechnology and pharmaceutical sectors have demonstrated remarkable resilience and adaptability and has been at the forefront of innovation and technological advancement. Significant advancements have been made in new vaccine technologies, treatment methods and the underlying R&D processes. In addition to this, modern technologies are increasingly being used to enhance pharmaceutical manufacturing, refine scientific procedures and explore novel treatment approaches. Furthermore, India is developing a comprehensive policy framework that integrates intellectual property, technology commercialisation, government procurement, scientific research, education, skill development and regulatory and financial incentives. These regulatory changes are expected to attract more private sector investment in pharmaceutical R&D.

Additionally, the Government plans to build 157 new nursing colleges in conjunction with government medical colleges, enhancing research capabilities by equipping select ICMR labs to facilitate collaboration between public and private medical college faculty and private sector R&D teams.

FDI Inflow – Foreign Direct Investment

The Indian pharmaceutical sector benefits from 100% foreign direct investment (FDI) allowed under the automatic route for greenfield projects and for brownfield projects through the government route. The sector's growth can be primarily attributed to increasing demand, cost advantages and supportive policies. From April 2000 to September 2023, FDI inflows into the drugs and pharmaceuticals sector reached US$ 21.58 billion, with hospitals and diagnostic centers attracted US$ 9.48 billion and medical and surgical appliances drew US$ 3.22 billion in FDI, during the same period.

(Source: Department of Industrial Policy and Promotion)

The Indian pharmaceutical sector allows 100% foreign direct investment (FDI) for both greenfield projects under the automatic route and brownfield projects through the government route.

GROWTH DRIVERS OF INDIAN PHARMACEUTICALS SECTOR

Supply Side Drivers

1. Launch of patented drugs

With the advent of product patents, numerous multinational companies are anticipated to introduce patented drugs in India. The increase in lifestyle diseases in the country is expected to drive higher sales in this segment. Additionally, the High Court's decision to permit the export of patented drugs by foreign companies into the Indian market could further influence this trend.

2. Medical infrastructure

The availability of a skilled workforce and high managerial and technical expertise makes India an attractive destination for private market players. Pharmaceutical companies have already begun increasing their investments in the country to explore rural markets and enhance infrastructure. Additionally, the promotion of Medical Devices Parks is aiming to create world-class infrastructure, with the goal of establishing India as a global leader in the medical device industry.

3. Scope in generics market

India has the second-largest number of US FDA-approved plants outside the US and is the world's leading supplier of generic drugs. According to the Minister of State for Chemicals and Fertilisers, India's pharmaceutical industry ranks third globally by volume and 14th by value, producing over 60,000 generic drugs across 60 therapeutic categories. The country accounts for approximately 20% of global generic drug exports.

4. Patent Expiry

With anticipated expiration of patents for approximately 120 drugs over the next decade, it is anticipated to boost the pharmaceutical industry. This development is expected to generate global revenue ranging from US$ 80 billion to US$ 250 billion, creating substantial opportunities for the industry.

5. Over-The-Counter (OTC) drugs

In 2022, the Union government proposed an amendment to the Drugs and Cosmetics Rules to introduce over-the-counter (OTC) drugs in India, allowing their sale in retail stores without a doctor's prescription. A draft notification from the Union health ministry suggested including 16 drugs in the OTC category, such as paracetamol 500 mg, certain laxatives, nasal decongestants, and topical antifungal creams. With the easy availability of basic medications, it has propelled the growth of the industry significantly.

(Source: Make in India, News Articles)

Demand Drivers

1. Accessibility

According to a McKinsey report from July 2019, significant investment in medical infrastructure, exceeding US$ 200 billion over the next decade, is expected to drive growth in the Indian pharmaceutical industry. New business models are anticipated to expand into tier-2 and tier-3 cities, and over 160,000 hospital beds are projected to be added annually during this period. Additionally, India remains a global leader in generic drugs, accounting for 20% of the world's exports by volume, reinforcing its position as the largest supplier of generic medicines worldwide.

2. Acceptability

Growing awareness coupled with increasing tendency among patients to self-medicate is set to boost the over-the-counter (OTC) market and acceptance of biologics and preventive medicines. The rise in medical tourism, driven by an influx of patients from other countries, will further contribute to the growth of the Indian pharmaceutical industry.

3. Pradhan Mantri Bhartiya Janaushadhi Kendras

As of December 18, 2023, India has 10,369 Jan Aushadhi Kendras; there are plans to further expand this network from 10,000 to 25,000 centers. Additionally, the government aims to offer free generic medicines to half the population, with an estimated investment of US$ 5.4 billion.

4. Epidemiological Factors

The Indian pharmaceutical sector is anticipated to experience significant demand growth driven by a projected increase of over 20% in the patient pool over the next decade, largely due to population growth. Additionally, the emergence of new diseases and changing lifestyles are expected to further boost demand. The rising prevalence of lifestyle-related diseases will also contribute to this increased need for pharmaceutical products and services.

(Source: ICRA Report on Indian Pharmaceutical Sector, Pharmaceutical Industry: Developments in India- Deloitte, Mckinsey Pharma Report 2020)

GOVERNMENT INITIATIVES

Some of the initiatives taken by the Government to promote the pharmaceutical sector in India are as follows:

Union Budget 2023-24

A mission to eliminate sickle cell anaemia by 2047 will be launched. The mission would involve raising awareness, conducting a comprehensive screening of seven crore individuals in the impacted tribal regions between the ages of 0 and 40 and providing counselling through coordinated efforts.

A new initiative to encourage pharmaceutical research and innovation will be implemented. The government persuades business to spend money on R&D in a few chosen priority fields. At the grassroots level, the Government has also announced on building 157 nursing colleges in co-location with government medical colleges.

Ayushman Bharat Digital Mission (ABDM)

Under the ABDM, citizens will be able to create their ABHA (Ayushman Bharat Health Account) numbers, to which their digital health records can be linked. This will enable creation of longitudinal health records for individuals across various healthcare providers and improveclinicaldecisionmakingbyhealthcareproviders.

ThepilotofABDMiscompletedinthesixUnionTerritories of Ladakh, Chandigarh, Dadra & Nagar Haveli and Daman & Diu, Puducherry, Andaman and Nicobar Islands and Lakshadweep with successful demonstration of technology platform developed by the NHA.

Scheme for Development of Pharma industry – Umbrella Scheme

Assistance to Bulk Drug Industry for Common Facilitation Centres

Assistance to Medical Device Industry for Common Facilitation Centres

Assistance to Pharmaceutical Industry (CDP-PS)

Pharmaceutical Promotion and Development Scheme (PPDS)

Pharmaceutical Technology Upgradation Assistance Scheme (PTUAS)

(Source: https://www.ibef.org/industry/pharmaceutical-india, News Sources, Invest India, Union Budget 2023-24)

HEALTHCARE INFRASTRUCTURE

India's medical education infrastructure has expanded significantly over the past few decades, contributing to the growth of Indian healthcare sector and projected to reach US$ 638 billion by 2025. The 2024-25 interim budget proposes using existing hospitals to expand medical colleges, thereby strengthening the foundation for future healthcare professionals.

According to Health & Family Welfare Minister Dr. Bharati Pravin Pawar, the doctor-to-population ratio stands at 1:834, considering the 80% availability of 12.68 lakh registered allopathic doctors and 5.65 lakh AYUSH doctors. The healthcare innovation sector, currently a US$ 30 billion market driven by pharma services and healthtech, is experiencing a surge in investment, particularly in MedTech and biotech. This sector, buoyed by rising consumer health demands, shifts in the global value chain and regulatory support, is expected to grow to US$ 60 billion by FY 2028, alongside significant ecosystem changes such as consolidation and new partnerships.

Medical tourism: a new growth factor for India's Healthcare Sector

Presence of world-class hospitals and skilled medical professionals has strengthened India's position as a preferred destination for medical tourism.

With US$ 5-6 billion size of Medical value travel (MVT) and 5,00,000 international patients annually, India is among the global leader destinations for international patients seeking advanced treatment.

Superior quality healthcare coupled with low treatment costs in comparison to other countries is benefitting Indian medical tourism, and in turn, has enhanced prospects for the Indian healthcare market.

Treatment for major surgeries in India costs approximately 20% of that in developed countries.

India also attracts medical tourists from developing nations due to the lack of advanced medical facilities in many of t hese countries.

Indian medical tourism market was valued at US$ 2.89 billion in 2020 and is expected to reach US$ 13.42 billion by 2026.

According to India Tourism Statistics at a Glance 2020 report, around 697,300 foreign tourists came for medical treatment in India in FY19, which was nearly 7% of the total international tourists who visited the nation.

India has been ranked 10th in the Medical Tourism Index (MTI) for 2020-21 out of 46 destinations by the Medical Tourism Association.

Yoga, meditation, ayurveda, allopathy and other traditional methods of treatment are major service offerings that attract medical tourists from European nations and the Middle East to India.

The Government of India liberalised its policy by providing 100% FDI in the AYUSH sector for the wellness and medical tourism segment.

By mid-2022, a new AIIMS in Rajkot covering ~201 acres of land is expected to be established at an estimated cost of H 1,195 crore (US$)

162.69 million). The facility will have a 30-bed AAYUSH block and a 750-bed hospital. It will also have 125 seats for MBBS and 60 seats for a nursing programme.

With a vision to promote Medical and Wellness Tourism in India, the Ministry of Tourism established the ‘National Medical & Wellness Tourism Board' in July 2021. The board will operate as an umbrella organisation with the goal of promoting all types of medical tourism.

Yoga and Ayurveda tourism would also be promoted, along with any alternative form of medicine under the Indian system of medicine that is covered under AYUSH.

The Ministry of Tourism has also published a draft of the ‘National Strategy and Roadmap for Medical and Wellness Tourism', which aims at providing governance and developmental framework for medical and wellness tourism.

(Source: Ministry of Health, RNCOS, KPMG, Deloitte, Medical Tourism Association, LSI Financial Services, Apollo Investor Presentation, News Article)

The Indian medical tourism market, valued at US$ 2.89 billion in 2020, is projected to grow to US$ 13.42 billion by 2026.

Medical Devices

The Indian medical devices market, growing steadily at a CAGR of 15% over the past three years, is estimated at USD11 Bn and expected to grow to $50 Bn by 2025. Approximately, there are 750-800 domestic medical devices manufacturers in India, accounting for 65% of the market. A diverse and vibrant India's medical devices sector fosters innovation to address the important health issues.

In addition to this, India is steadily strengthening its manufacturing footprint through dedicated medical devices manufacturing clusters and Parks are being developed in the country. The Government of India aims to set up four medical device parks in Himachal Pradesh, Tamil Nadu, Madhya Pradesh and Uttar Pradesh to provide easy access to standard testing and infrastructure facilities for medical devices manufacturing.

(Source: https://www.investindia.gov.in/sector/medical-devices)

Did You Know?

India is home to 750-800 domestic medical device manufacturers, which represent 65% of the market.

Company Overview

FDC Ltd is a prominent player in the Indian pharmaceutical industry, renowned for its expertise in developing specialised formulations. The Company leads the market in sectors such as Oral Rehydration Solutions (ORS), energy drinks, antibiotics and ophthalmic therapies. The Company has always been at the forefront of innovation and development, creating affordable and highly effective products across various categories. FDC Limited has established a global footprint in both domestic and international market, standing as a beacon of excellence in pharmaceutical and consumer healthcare industry.

COMPANY GROWTH

FDC ranks 24th in the Indian Pharmaceutical Market (IPM) with a growth of 6.13% as compared to industry growth of 7.59% and a market share of 1.04%. The company's three leading brands Electral, Zifi and Enerzal are among the top 300 brands, with turnovers of 452 crore, 332 crore and 199 crore, respectively. As a leader in antibiotics, FDC's products like Zifi-O, Flemiclav, Zefu and Zefu-CV achieved double-digit growth rates of 17%, 19%, 14% and 18%, respectively. Similarly, Electral and Enerzal saw growth of 12% and 17%, respectively. In the dermatology sector, Cotaryl, Mycoderm-NM, Ocuvir, and Cotaryl-3D grew by 10%, 10%, 17%,

12%, and 71%, respectively. For cardiac therapy, the Amodep range grew by 8%, with Amodep-TM and Amodep-TMH experiencing double-digit growth rates of 16% and 27%, respectively. The anti-diabetic range, with a turnover of 30 crore, grew by 24%, while the anti-viral range, with a turnover of 29 crore, grew by 13%.

(Source: IQVIA Secondary Sales Audit March 2024)

J 452 cr.

Turnover of Electral – One of FDC's brands

24%

Growth of Anti-diabetic range

EXPORTS

The international business division of FDC Limited has demonstrated strong growth, achieving a revenue of 288 crore, surpassing its budget target of 272 crore. This accomplishment represents 106% of the targeted achievement and a year-over-year (YOY) growth of 12.2%.

US Market

The US market remains a major contributor, accounting for 51% of the total international business for FDC. Other countries making significant contributions include Malaysia, Australia, New Zealand, Ethiopia and Tanzania. The company has focused on strengthening its ophthalmic solutions business in the US, which includes key products like Timolol, Ciprofloxacin, Ofloxacin and Dorzolamide. By optimising production batch sizes and supply chains, FDC has managed to stabilise price pressures and enhance its competitiveness in the US market. This strategic focus on high-margin products has been instrumental in maintaining FDC's leadership in this region.

UK Market

FDC operates in the UK through its subsidiary, FDC International UK. The UK subsidiary experienced a 65% YOY increase. Despite challenges such as high inventory levels of competitor products, the UK subsidiary has maintained its market presence. The company is actively filing additional ophthalmic products for the upcoming fiscal year and evaluating non-ophthalmic products to diversify its offerings. FDC continues to supply its anti-diarrheal and ophthalmic products to respected global NGOs, reinforcing its reputation as a reliable supplier for emergency supplies.

African Markets

The African region has shown substantial growth, contributing significantly to FDC's overall exports. The South African subsidiary exhibited a remarkable 209% YOY growth. The company's presence spans multiple countries, with Ethiopia, Tanzania, Zimbabwe, Botswana and Uganda being the top contributors. The successful launch of the Electral Zinc kit in several African countries has been a significant driver of this growth. FDC plans to further expand its product offerings in the region, including Electral Ready-to-Drink and Electral Z powder.

FDC's international strategy focuses on expanding its global footprint by exploring new markets and establishing strong partnerships. The company is committed to product innovation and development, particularly in the ophthalmic and oral rehydration salt segments, which are prime contributors to its export business. By leveraging its robust portfolio and optimising supply chains, FDC aims to enhance its competitive edge and capitalise on growth opportunities in key regions.

RESEARCH AND DEVELOPMENT

Formulations

The Research and Development (R&D) Formulations team at FDC limited is committed to developing quality products at affordable prices for both domestic and global markets. The R&D scientists leverage advanced technologies and robust development strategies to develop innovative products. The Company focuses on developing products that can be administered through oral, ophthalmic, topical and other methods.

The Company is equipped with all best-in-class equipments such as high pressure homogenizer, high shear homogenizer, media mill, zeta sizer, viscometer, among other advanced equipment for simple and complex ophthalmic products development. In addition to this, FDC Limited is also equipped with granulators, mixers, mills, compression machines, fluidized bed processors and coating machines to enable simple and complex IR, DR, ER OSD products development.

The Company prioritises patient needs and focuses on developing products accordingly. The team has successfully developed technology intensive complex products from the laboratory to the commercial level. The proficient R&D team comprises individuals that have high academic expertise and research experience of

20 + years, developing high-quality products that caters to the market demands.

R&D team undertakes multiple activities as below

New product development for FDC and external partners in collaboration

New product development at CDMO

Existing product and process enhancement

Existing product cost optimization

Alternate vendor development for existing API and excipients

Tech transfer from RnD to other CMO sites

Site transfer from CMO sites to IH facilities or new CMO sites

CRO/CDMO/CMO product support activities for external partners

Technical support to all functions and manufacturing sites

Key Highlights of achievements in FY23-24 are as below:

ANDA exhibit batches execution of Bimatoprost Ophthalmic Solution 0.03% is achieved

ANDA exhibit batches execution of Moxifloxacin Ophthalmic Solution 0.5% is achieved and filing is done

Exhibit batches execution of Atropine Sulphate ED 1% for the UK market is achieved and filing is done

ANDA filing of Pilocarpine oph solution 1%, 2% and 4% is achieved

ANDA exhibit batches execution of Fluconazole tablet USP 50mg, 100 mg, 150 mg, and 200 mg is achieved and filing is completed

ANDA exhibit batches execution of Cefixime power for oral suspension 100 mg and 200 mg is achieved and filing is underway

Exhibit Batches execution of Electral zinc sachet for ROW market is achieved and filing is underway

Exhibit Batches execution of Azithromycin tablet BP 500 mg and 250 mg for the ROW market is achieved, and filing is underway

Tech transfer support extended to an external partner for the transfer of their R&D stage product to the FDC Baddi manufacturing site. Scale-up and Exhibit batch execution achieved successfully and supported the partner with documents for the filing of the product in the US market. US FDA audit completed successfully for the site for this product

Development and scale-up completed for Empagliflozin tablets, and Exhibit batches for the US market are in progress

At FDC, the R&D facility is equipped withhighpressurehomogenizers,high shear homogenizers, media mills, zeta sizers, and viscometers to support the development of both simple and complex ophthalmic products.

SYNTHESIS AND ANALYTICAL

The Research and Development centre located at Kandivali (Mumbai) is engaged in various activities such as process development of niche API's, particularly in area of Ophthalmic, Antihypertensive, Antifungal, Anti diabetic, Antihistaminic, Bronchodilator and Antibacterial, New Chemical entity (NCE). It is also focusing on development of inhalation COPD APIs; for instance, Glycopyrrolium bromide.

This centre has developed and demonstrated expertise in organic chemistry, process scale up and technical capabilities of organic synthesis, supported by Analytical Development using various hyphenated instruments like LCMS, GCMS, XRD, HPLC, UPLC and GC.

The work initiatives on life cycle management of existing drug substances focuses on cost effectiveness, backward integration and meeting regulatory requirement to attain accreditation from various World Drug Regulatory Authorities.

In addition to this, synthesis of Peptide molecules for treatment of Osteoporosis, Anti diabetic, Weight loss and Irritable bowel syndrome with constipation such as Decapeptide, Semaglutide, Tirzepatide, Linaclotide, Teriperatide, among others are also being carried out. The centre has also tied up with globally renowned academic and research institutions.

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

Non-infringing and cost-effective processes

Usage of environment friendly production processes

Application of green chemistry principles for protection of environment and to reduce aqueous effluents, gaseous emissions

Development of desired polymorphs and particle size distributions

Usage of classical chemistry for development of chiral drugs

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

Upgradation of electronic laboratory notebook (ELN) software with 21 CFR compliance for recording daily experiments. Moving towards state-of-the-art 21 CFR compliant R&D centre.

Scale up and technology transfer activities ensuring overall chemical safety and protection of inventions through intellectual property rights, i.e. patents

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

Selective enzymatic process for single required isomer

BIOTECHNOLOGY a. G-CSF PROJECT:

The Company has renewed its Test License in Form 29 (No: 201538805 dated 12th July 2023, valid until 11th July 2026) for manufacturing Filgrastim bulk product at its R&D bioprocess Jogeshwari facility. The Company is proceeding with the production of 3-5 batches of Filgrastim to obtain bulk API for process validation studies. These batches will be characterized and subsequently filled at a DCGI-approved facility for the finished dosage form (pre-filled syringe). The same batches will also be used for stability studies and clinical trials. b. THIRD GENERATION THROMBOLYTE PROJECT

The Company has partnered with a third party to develop a purification strategy for the Reteplase molecule using the Pichia strain. This approach aims to achieve high levels of protein expression and produce a more cost-effective molecule. The signing of the Master Service Agreement is currently underway. c. MICROBIAL TESTING LAB

The R&D MTL laboratory has evaluated the effectiveness of new chemical entities (NCEs) HY-27 and TNF-18 against standard antifungal medications like Fluconazole, Itraconazole, and Voriconazole, using both fluconazole-sensitive and fluconazole-resistant Candida strains. The studies suggest that TNF-18 shows potential as a promising alternative for treating both fluconazole-resistant and fluconazole-sensitive Candida infections, while HY-27 could be a viable option for fluconazole-sensitive strains. Both NCEs present a hopeful prospect, potentially yielding results comparable to or better than Itraconazole.

NUTRACEUTICALS

R&D Foods majorly formulates Sports Drink, Infant Milk Substitute, Health Supplements and Nutraceuticals products which include non-carbonated water-based beverages and other food products that offer an additional health benefits besides their basic nutritional value.

The global dietary supplements market size was estimated at USD 177.50 billion in 2023 and is projected to grow at a CAGR of 9.1% from 2024 to 2030. This can be primarily attributed to significant demand for dietary supplements and entry of various new companies in the market in the past decade. In addition to this, increased consumer awareness for preventive healthcare and an aging population have also increased the demand for healthy living and associated products.

Furthermore, sports nutritional supplements, a subset of dietary supplements, have gained popularity in the past few years. Sports nutritional products comprise beverages, supplements and foods, targeted at providing balanced nutrients to the body. It enhances strength and endurance of athletes and bodybuilders, elevating their overall performance and stamina, promoting muscle growth and improving health. The Company consistently strives to deliver new formulations that cater to the market demands and meet evolving consumer preferences with cost effective solutions. Overview of projects have mentioned in table for reference.

Intellectual Property Rights (IPR)

In the fiscal year 2023-2024, two patent applications were filed. The first application is ‘NOVEL PROCESS FOR PREPARING OPTICALLY PURE ARFORMOTEROL', which is currently in provisional status. The second application is ‘METHOD OF PREPARING LIFITEGRAST VIA TRANSESTERIFICATION AND THE COMPOUND THEREOF' and it has been applied for but not yet published.

During the same period, three patents were granted. Which are:

A process for obtaining pure betaxolol

Method of racemization of undesired enantiomer of intremediate of cetirizine viz.,1-(4-chlorophenyl)-1-phenyl methamine.

A process for purification of glimepiride

Further, during the year our brand Electral achieved a status of well-known trademark.

KEY HIGHLIGHTS

Launched

Enerzal with Juice Launched (Orange/Apple/Blitz)

Simyl MCT Powder Reformulated

FINANCIAL PERFORMANCE HIGHLIGHTS

In FY 2023-24, FDC registered a standalone total income of H 2,01,940.32 Lakhs compared to H 1,83,094.37 Lakhs in the previous year. The earnings before interest and depreciation amounted to H 44,167.41 Lakhs in FY 2023-24 as compared to H 30,848.73 Lakhs in the previous year. The net profit after taxation stood at H 30,716.30 Lakhs in FY 2023-24 as compared to H 20,096.64 Lakhs in the previous year. On a consolidated basis, the Company registered a total income of H 2,04,457.53 Lakhs in FY 2023-24 as compared to H 1,83,360.58 Lakhs in the previous year.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

FDC believes that internal control is a prerequisite of governance and that action emanating from agreed-upon business plans should be exercised within a framework of checks and balances. The Company has a well-established internal control framework that continuously assesses the adequacy, effectiveness, and efficiency of financial and operational controls. The Management is committed to ensuring an effective internal control environment that aligns with the size and complexity of the business. This framework guarantees compliance with internal policies, applicable laws, regulations that safeguards FDC's resources and assets.

HUMAN RESOURCE

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

1. Recruitment/Talent Acquisition:

We closed almost all the vacancies using our own network instead of using search firms, almost 98% of the positions are closed without using consultants/search firms.

Focusing on the lead times for hiring, looking at closing all junior positions within 30 days, middle management within 60 days and senior management within 90 days.

2. Industrial Relations:/Union:

Successfully negotiated and signed the long term settlement with Goa III Union for 51 months period On the pending legal cases, connected with all the lawyers dealing with the cases to monitor the progress of each case. Wherever we have a weak case we are exploring the possibility of doing an out of court settlement. We closed 18 legal cases. On the VRS/ERS we have successfully offered it to 6 employees. Three in Roha and three in Waluj.

3. India Sales and Marketing divisions:

On the India Sales & Marketing, we are monitoring and closing all the field vacancies, we are keeping the manning at 96% levels in the field. We have done walk in interviews to close vacancies as and when the vacancy levels have gone above 5%.

4. Other HR initiatives/Efforts:

Introduced the concept of early warning system- categorizing employees into red, orange and green as a proactive approach towards employee retention. All locations are sending their report to Corporate HR starting October and we are addressing issues of concern.

Initiated a project on Induction, idea was to standardize the induction for all new employees across all FDC sites. This has been completed.

Initiated a project on employee engagement, idea was to enhance the employee engagement levels; each site now has an employee engagement calendar. We have done the inter department cricket matches and Fiesta 2024 at The Club for all the 3 Mumbai locations. The response and feedback was very positive.

Looking at having well defined job descriptions for all new searches and all unique roles in the company. We have initiated non-technical/behavioral training at all manufacturing locations. Training has prepared a non-technical/behavioral training calendar after taking inputs of training needs from all the Unit Heads and Unit HR heads. We are now reviewing the overtime costs at all the locations and along with the Unit Head and Unit HR monitoring the overtime costs. Our effort and focus in the coming months will be reducing the overtime costs at all the locations in a phased manner by discussions with the Unit Head and Unit HR head.

CAUTIONARY STATEMENT

The statements, forming a part of this Report, may contain certain forward-looking remarks with the meaning of applicable Securities Law and Regulations. The Company's actual results, performances, or achievements may differ significantly from any projected results, performances, or achievements due to a variety of variables. Economic conditions on a national and worldwide level, changes to Government laws, the tax system, and other statutes are all significant variables that could have an impact on the Company's operations.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements relates and the date of this report.

9. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, with effect from the financial year 2023-24, the top one thousand listed entities based on market capitalization required to submit a Business Responsibility and Sustainability Report ("BRSR"). Hence, a BRSR of the Company for Financial year ended March 31, 2024 containing basic information about the Company's sustainability practices is annexed as

"Annexure - A".

10. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements for the year ended March 31, 2024 pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual Report.

11. SUBSIDIARIES AND ITS OPERATIONS

The Company has 3 (Three) Wholly owned Subsidiaries namely FDC Inc., USA and FDC International Ltd, UK and Fair Deal Corporation Pharmaceutical SA (Pty) Ltd. at South Africa. The Financials of the Subsidiary Companies are disclosed in the Consolidated Financial Statements, which forms a part of this Annual Report.

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

In accordance with the provisions of Section 136 (1) of the Act, the following information has been uploaded on the website of the Company i.e. on https://www.fdcindia.com/ financial-result (a) Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statement; and (b) Audited Financial Statement pertaining to the Subsidiary Companies.

The Company does not have a material subsidiary. The Company's Policy for determining material subsidiaries is available on the Company's website at https:// www.fdcindia.com/pdf/policies/Policy_on_Material_ Subsidiaries.pdf

12. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) there-off for the time being in force), your Directors subscribe to the "Directors' Responsibility Statement" and to the best of their knowledge and ability, hereby confirm that: (a) In the preparation of Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; (b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date; (c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) They have prepared the annual accounts on a going concern basis; (e) They have laid down proper Internal Financial Controls to be followed by the Company and they were adequate and operating effectively; and (f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, outstanding as on March 31, 2024, are set out in Notes to the financial statements of the Company.

During the year, your Company has not given any Loans or Guarantees or Investments in contravention of the provisions of Section 186 of the Act.

14. AUDITORS AND AUDIT REPORTS:

Statutory Auditor:

M/S. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors of the Company at the 82^nd AGM held on September 22, 2022 to hold office till the conclusion of the 87^th AGM.

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

The Statutory Auditors have issued unmodified opinion on the financial statements of the Company for the year ended March 31, 2024. Hence, The Statutory Auditors' report for Financial Year 2023-24 does not contain any other qualification, reservation or adverse remarks which calls for any explanation from the Board of Directors. The Auditors' report is enclosed with the financial statements in the Annual Report.

The Audit Report states that, audit trail feature was not enabled for data changes performed by users having privileged access of accounting software used for maintaining the books of accounts between 10th September 2023 to 4th March 2024 and audit trail feature was also not enabled at the database level. It also states that there was no instance of audit trail feature being tampered with in respect of the accounting software when it was enabled.

The Company uses SAP software to maintain its books of accounts which has a feature of recording Audit Trail (edit log) facility. During the period stated i.e. 10th September 2023 to 4th March 2024, the Company had migrated its system from old server to new server and due to oversight this feature was not enabled for users having privileged access Further the Audit trail feature was also not enabled at the database level. However, only authorised personnel have access to underlying database for the purpose of system support after obtaining explicit permission from the Management. The Company has appropriately designed and implemented adequate internal control framework over direct change at database level and based on its assessment there was no instance of audit trail feature being tampered with in respect of accounting software.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Certificate of Practice No. 1798), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2023-24, based on consent received from Mr. Sanjay Dholakia.

The Secretarial Audit Report for the financial year 2023-24 is set out in ‘Annexure - C' to this Report. The Secretarial Compliance Report received from M/s. Sanjay Dholakia & Associates, for the financial year 2023-24, in relation to compliance of all applicable Securities and Exchange Board of India ("SEBI") Regulations/Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of the SEBI Listing Regulations, is set out in ‘Annexure - D' to this Report.

The Secretarial Audit Report for Financial Year 2023-24 does not contain any qualification, reservation, or adverse remark.

Cost Auditor:

Pursuant to Section 148(1) of the Act and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

The Board of Directors on recommendation of the Audit Committee had appointed M/s. GMVP & & Associates (Firm Registration No. 000910) Cost Accountants, Mumbai as the "Cost Auditors" of the Company for the Financial Year 2024-25.

Further, the Board of Directors has, upon recommendation of the Audit Committee have appointed M/s. GMVP & & Associates (Firm Registration No. 000910) Cost Accountants, Mumbai as the "Cost Auditors" of your Company for the Financial Year 2024-25, subject to ratification of their remuneration at the ensuing 84^th (Eighty Fourth) Annual General Meeting. The said Auditors confirmed their eligibility for appointment and provided their consent to act as the Cost Auditors.

As required under the Act and Rules made thereunder, the requisite resolution for ratification of remuneration of Cost Auditors by the Members has been set out in the Notice of the 84^th Annual General Meeting of the Company.

15. PUBLIC DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 and 76 of the Act and the Rules framed thereunder during the year.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure - E" to this Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

During the year, there were no appointments/reappointments/resignations of any Board Members of the Company except following:

Appointment of Directors:

Appointment of Mr. Vijay Nautamlal Bhatt (DIN: 00751001) as a Non-Executive Independent Director for first term of five (5) years effective from May 25, 2023 to May 24, 2028.

Mr. Vijay Nautamlal Bhatt is a fellow member of the Institute of Chartered Accountant of (ICAI) who carries 35 years of experience. He was member of the India Board which manages India Practice of KPMG. Mr. Bhatt had worked with various large, medium and small Indian and Multinational businesses. Being in the audit profession, he have a good understanding of the business environment, business risks, controls, accounting and financial reporting issues relevant to businesses operating in India.

With his exemplary skillset and knowledge, your Board believes that he will broaden the board's experience and will be an asset in the growth of the Company. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved the Appointment of Mr. Vijay Nautamlal Bhatt (DIN: 00751001) for a first term of Five (5) years effective from May 25, 2023 to May 24, 2028. The Shareholders in the General Meeting through Postal Ballot process held on July 14, 2023 had approved Appointment of Mr. Vijay Nautamlal Bhatt (DIN: 00751001) as the Non-Executive Independent Director of the Company for a period of 5 (Five) years with effect from May 25, 2023 not liable to retire by rotation.

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

Retirement by Rotation of Director:

In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Nomita R. Chandavarkar, Non – Executive & Non- Independent Director, retires by rotation at the 84^th Annual General Meeting and being eligible, has offered herself for re-appointment. The Profile of Director seeking reappointment pursuant to Regulation 36 of the SEBI Listing Regulations is included in the Notice of the 84^th Annual General Meeting and the statement annexed thereto.

Key Managerial Personnel:

During the year, Mr. Vijay Dharmadatt Bhatt was appointed as Chief Financial Officer of the Company w.e.f. April 06, 2023 and Mr. Sanjay B. Jain, ceased to be Chief Financial Officer of the Company w.e.f. April 06, 2023.

18. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI Listing Regulations.

Disclosure required under provisions of Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is annexed as ‘Annexure-F' to this report.

Further, the information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, i.e. the names and other particulars of employees is available for inspection at the Corporate office of the Company during business hours and pursuant to the second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer either at the Corporate Office address or by email to investors@fdcindia.com.

19. CORPORATE GOVERNANCE

Your directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices. Your Company has also implemented best governance practices. Your Company also endeavors to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the SEBI Listing Regulations forms part of the Annual Report is annexed herewith as ‘Annexure - G'. Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is also attached to the report on Corporate Governance.

20. RISK MANAGEMENT

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

The Board of Directors of the Company on the recommendation of the Risk Management Committee has developed Risk Management Policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company and which articulates the Company's approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. The details of the Risk Management Committee are included in the Corporate Governance Report.

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

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access. The Company is conducting training programs for its employees at regular intervals to educate the employees on safe usage of the Company's networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the Company's data. The Information Technology Department of the Company is in constant process of taking feedback from the employees and updating the cyber security protocols. The Risk Management Committee and the Board of Directors are reviewing the cyber security risks and mitigation measures form time to time.

21. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The Policy lays down the process and parameters for the appointment and remuneration of the KMPs and other senior management personnel and the criteria for determining qualifications, highest level of personal and professional ethics, positive attributes, financial literacy, and independence of a

Director. The details of Remuneration Policy are stated in the Corporate Governance Report. The Nomination & Remuneration Policy is placed on the website of the Company at https://www.fdcindia.com/pdf/policies/Nomination_and_ Remuneration_Policy.pdf.

22. MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year, Six (6) meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI ListingRegulations.Thedetailsofthemeetingsandattendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as ‘Annexure - G' to the Director's Report.

23. COMMITTEES

As on March 31, 2024, The Board has Five (5) mandatory committees under the applicable provisions of the Act and SEBI Listing Regulations namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

During the year, all the recommendations of the above Committee's have been accepted by the Board. A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of the Annual Report.

24. BOARD & DIRECTORS EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, an evaluation process was carried out to evaluate performance of the Board and its committees, the Chairman of the Board, and all Directors, including Independent Directors. The evaluation was aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, and the Board as a whole was also discussed. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

25. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarization program of Independent Directors are provided in the Corporate Governance Report and is also available on the website of the Company at https://www.fdcindia.com/pdf/familiarisationprogramme/ Fa m i l i a r i s a t i o n _ P r o g ra m m e s _ f o r _ I n d e p e n d e n t _ Directors_2023-24.pdf

26. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independenceaslaiddownunderSection149(6)oftheActand Regulation 16(1)(b) of the SEBI Listing Regulations, they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs. During FY 2023-24, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism in place as required under Section 177 of the Act and the SEBI Listing Regulations, for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct, the details of which are given in the Corporate Governance Report.

There were no allegations/ disclosures/ concerns received during the year, in terms of the vigil mechanism established by the Company. During FY 2023-24, no person was denied access to the Chairperson of the Audit Committee.

The Policy on Vigil Mechanism and Whistleblower is available on the website of the Company and can be accessed through the following web link: https://www.fdcindia.com/pdf/ policies/Whistle_Blower_Policy_FDC.pdf

28. CODE OF CONDUCT

The Company has in place a Code of Conduct for Board Members and Senior Management Personnel of the Company. The Code of Conduct lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel and the duties of Independent Directors towards the Company.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2024. A Certificate duly signed by the Mr. Mohan A. Chandavarkar, Managing Director and Mr. Ashok A. Chandavarkar, Executive Director, on the compliance with the Code of Conduct is also attached to the report on Corporate Governance. The said Code is available on the website of the company i.e. https://www.fdcindia. com/pdf/policies/Code_of_Conduct_of_FDC_Limited.pdf

29. PREVENTION OF INSIDER TRADING

The Company has in place a Policy on the Code of Conduct for Prevention of Insider Trading with a view to regulate the trading in securities by the Promoters, Directors and the Designated Employees of the Company.

The same has also been uploaded on the website of the company i.e. https://www.fdcindia.com/pdf/policies/Code_ of_Conduct_for_Prevention_of_Insider_Trading.pdf

The Promoters, Directors and the Designated Employees have affirmed compliance with the Company's Code of Conduct for Prevention of Insider Trading.

30. RELATED PARTY TRANSACTIONS

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

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

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

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

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)

The company is committed to providing a workplace in which the dignity of every individual is respected. Your

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

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

The Company has constituted an Internal Committee to redress the complaints received regarding sexual harassment. There were no complaints received during the financial year ended on March 31, 2024.

32. COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with all the applicable provisions of the Secretarial Standard – 1 and Secretarial Standard – 2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.

33. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate Internal Financial Control (IFC) system, to ensure compliance with various policies, practices, and statutes. The Company ensures that such IFC systems are commensurate with the size and complexity of our business and are adequate and operating effectively on an ongoing basis.

The Company is complying with all the applicable Indian Accounting Standards (Ind AS) and periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements. The details in respect of your Company's IFC and their adequacy are included in the Management Discussion and Analysis Report.

34. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees under section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has constituted a

Corporate Social Responsibility (CSR) Committee. The details such as Constitution, Terms of reference, etc. of the Committee and the meetings held during the year are detailed in the Corporate Governance Report, which forms a part of the Annual Report of the Company. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the following web link: https://www.fdcindia.com/pdf/ policies/Corporate_Social_Responsibility.pdf In accordance with the provisions of Section 135 of the Act, A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in an "Annexure - I" to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

36. EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act and Rules made thereunder, a copy of your Company's Annual Return as on March 31, 2024, is available on the website of the Company at https://www.fdcindia.com/stock-exchange-compliances

37. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) dividend, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unclaimed Dividend Account of the Company, is liable to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Government of India. Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year 2023-24, the Company has transferred total unclaimed and unpaid Final dividend of H 14,37,986/- for the

F.Y. 2015-16 to IEPF Authority. Further 28,748 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

The procedure to claim the shares transferred to IEPF accounts is also available on website of the Company at https://www.fdcindia.com/unpaid-divident.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website i.e. at https://www.fdcindia.com/unpaid-divident. The members, who have not encashed their dividend pertaining to Final Dividend FY 2016-17 and onwards are advised to write to the Company Immediately for claiming dividends declared by the Company.

38. ENVIRONMENT, HEALTH AND SAFETY

The Environment, Health and Safety are a part of the Management responsibilities and concerns. The Company has been providing various kinds of medical assistance to the employees and their families. Periodic health checkups are carried out for all the employees. Employees are also educated on safety and precautionary measures to be undertaken on their job.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulatory, tribunal or court that would impact the going concern status of the Company and its future operations.

40 ACKNOWLEDGEMENTS

The Board of Directors of your Company would like to record by gratitude and appreciation for the continued co-operation and support received from the Medical fraternity, our stakeholders, including the Central and State Government Authorities, Stock Exchanges, Financial Institutions, Bankers, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors forming part of the Company. Let us also take this opportunity to thank our employees, whose enthusiasm, energy, and passion, help us progress along our vision. Your faith and vote of confidence motivate us in pursuing greater opportunities, responsible growth and enhanced delivery on our strategy.