Your Directors take pleasure in presenting the 85th Annual
Report together with the Audited Accounts of FDC Limited
("the Company/your Company”) for the year ended March 31,
2025 ("the Year").

1. FINANCIAL RESULTS

2. COMPANY'S PERFORMANCE

On a consolidated basis, your Company achieved a total
income of H 2,19,878.12 Lakhs for FY 2024-25 as against
total income of H 2,04,457.53 Lakhs in the previous year.
Your Company reported a net profit of H 26,678.81 Lakhs
for FY 2024-25 against a net profit of H 30,505.87 Lakhs for
the previous financial year.

On a standalone basis, your Company achieved a total
income of H 2,17,563.03 Lakhs for FY 2024-25 as against
total income of H 2,01,940.32 Lakhs in the previous year.
Your Company reported a net profit of H 27,362.60 Lakhs
for FY 2024-25 against a net profit of H 30,716.30 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 was 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, 2025 is as follows:

6. DIVIDEND

The Board of Directors at its meeting held on November 6,
2024 declared an interim dividend of H 5/- (500%) per equity
share on 16,28,10,084 paid-up equity shares having face
value of H 1/- each for the FY 2024-25 absorbing sum of
H 81,40,50,420/- (Rupees Eighty One Crores Forty Lakhs
Fifty Thousand Four Hundred and Twenty Only). The
dividend was paid to the shareholders on November 28,
2024. The said interim dividend has been confirmed by the
Board of Directors as final dividend for the financial year
ended March 31, 2025.

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/view-pdf.
php?pdf=pdf/policies/DIVIDEND DISTRIBUTION POLICY
OF FDC LIMITED.pdf

The Company's Management provides an analysis of its
performance for the financial year ended on March 31,2025,
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

In CY 2024, the global economy demonstrated resilience,
registering a GDP expansion of 3.3%, despite navigating macro
headwinds such as ongoing geopolitical tensions, steep inflation
for a predominant part of the year, re-alignment of supply chains,
shifting trade patterns and alterations in monetary policies.
Therefore, the growth for advanced economies was valued
at 1.8%, while Emerging Markets and Developing Economies
(EMDEs) registered a 4.3% elevation.

In response to recent developments, the World Economic Forum
has projected a 2.8% decline in CY 2025 and 3.0% in CY 2026.
Advanced economies are anticipated to undergo a slowdown,
forecasting a 1.4% growth in CY 2025, with the US decelerating
to 1.8% due to heightened policy uncertainty. The Euro Area is
poised for a 0.8% growth, with EMDEs witnessing a decline to
3.7% in CY 2025, sustaining an estimated 3.9% into CY 2026,
thereby, particularly impacting nations affected by recent
trade constraints.

Global inflation is predicted to decline, at a gradual pace than
previously anticipated, along with downside risks such as trade
tensions and volatile financial markets. Global headline inflation
is expected to slacken, registering an estimated 4.3% in CY 2025,
with 3.6% in CY 2026, alongside advanced economies facing
marginal upward revisions and emerging markets undergoing
modest downward adjustments. The outlook remains uncertain,
due to significant downside risks, including ongoing trade
conflicts, resulting in asset repricing and shifting capital flows, in
debt-laden nations. Consequently, these factors will likely pose
threats to the international monetary system, potentially leading to
social unrest due to the rising living costs. To mitigate instability,
countries aim to foster a predictable trading environment, pursue
debt restructuring, collaboratively tackling challenges to readjust
the relationship between growth and inflation, thereby, bolstering
economic buffers. Central banks are expected to enhance their
monetary policies, ensuring the pricing and financial stability.

However, the growth outlook in India remains relatively stable.
The IMF projects steady expansion for the Indian economy,
supported by firm private consumption, particularly in rural
areas. In a global environment marked by uncertainty and
subdued growth, India’s resilience stands out, reinforcing its vital
role as a key driver of global economic activity.

Initially, government capital expenditure underwent a setback
due to election-related restrictions but registered a recovery
in the following quarters. To support growth and augment
liquidity in the economy, the Monetary Policy Committee (MPC)
introduced repo rate cuts by 100bps to 5.5% including the 50bps
rate cut in June, 2025.

India's economic outlook remains positive, with surging consumer
demand, improved investment activity and supportive policy
frameworks. The reciprocal tariff regime announced by the US,
coupled with retaliatory tariffs from China and other countries
will potentially dampen global trade and output, resulting in a
decline in global growth. However, India meticulously monitors
international tariff landscape, developing a measured response
by focusing on a comprehensive trade deal with the US, rather
than imposing retaliatory tariffs. India has therefore, initiated
a Terms of Reference (TOR) agreement for bilateral trade.
The RBI's recent monetary policy review, with the reduction in
the repo rate and a shift to an accommodative stance, aims to
sustain domestic growth amidst decreasing CPI inflation.

Despite global uncertainties and downward revisions in growth
forecasts for other large economies, India is set for leading
the global economic growth. With reforms in infrastructure,
innovation and financial inclusion, India strengthens its position
as a key driver of global economic activity and cements its
significance in shaping the global economic future.

(Source: MoSPI )

Industry overview

Global pharmaceuticals industry

The global pharmaceutical market is projected to grow from US$
1,772.65 billion in CY 2025 to US$ 3,033.21 billion by 2034, with
the US pioneering in revenue. Key trends of the industry being the
rising need for oncology drugs, the influence of new treatments,
biosimilars in developed markets and escalated growth in
pharmerging countries. Moreover, data and Artificial Intelligence
(AI) play a pivotal role in driving pharmaceutical innovation.

The growing prevalence of chronic conditions such as
cancer, diabetes and neurological disorders, combined with
increased efforts of pharmaceutical companies in innovative
therapies, is expected to drive demand in the pharmaceutical
market. Additionally, the expanding geriatric population-
more susceptible to age-related illnesses-alongside rising
healthcare expenditure in emerging economies, further
bolsters market growth.

The overall impact of the COVID-19 pandemic on the global
pharmaceutical market was positive, with surging demand
for drugs and vaccines-both for COVID-19 and for other
chronic conditions. Manufacturers responded with significant
approaches to overcome supply chain disruptions, expand drug
accessibility and bolster sales, which led to heightened revenues
during the pandemic period.

Rising digital transformation and AI integration among
pharmaceutical companies

The pharmaceuticals market is transforming significantly,
particularly in the aftermath of the COVID-19 pandemic. A
primary driver of this change being the growing importance
of digitalisation and the integration of AI in Research and
Development (R&D) processes-including clinical trials, drug
discovery and development. Consequently, pharmaceutical
companies give sharper focus to implementing AI-driven
solutions for enhancing efficiency, expediting timelines and
improving outcomes across their operations.

The decentralisation of clinical trials and escalating automation
in procedures are driving pharmaceutical companies to enhance
their R&D investments and activities for emerging drugs and
therapies. Digital technologies play a crucial role in advancing
drug development and precision medicine. A key market trend
is the surging efforts among companies on elevating digital
transformation, for enhanced innovation and efficiency.

Increasing R&D focus and investments by producers of
pharmaceuticals to bolster market growth

The growing patient population worldwide and augmenting
demand for treatments and drugs across various therapeutic
areas, drive pharmaceutical companies to enhance their R&D
efforts, expanding their current portfolios and pipeline products.

Other challenges:

Regulatory and pricing pressures:

Heightened efforts of the governments to decrease
pharmaceutical drug prices-aimed at enhancing affordability
and accessibility-are imposing escalated demands on
manufacturers to develop low-cost and highly effective drugs to
remain competitive in a cut-throat market.

Supply chain issues:

The limited domestic capacity of pharmaceutical companies in
the US and other developed nations to manufacture essential
medical ingredients has led to the reliance on imports. This
dependency induced a major supply chain vulnerability, further

weakening during the COVID-19 pandemic, thereby, causing
disruptions in production and transportation.

High R&D cost and patent cliffs:

The development and launch of a novel drug, including a
substantial R&D cost and other associated expenditure,
is a primary challenge for pharmaceutical companies,
specifically for emerging companies, owing to limited financial
resources. Additionally, the loss of branded drug patents is
an added factor that hinders the revenue growth of the major
pharmaceutical companies.

(Source: Fortune Business Insights)

Indian pharmaceutical industry

The Indian pharmaceutical industry has undergone significant
transformation over the years, emerging as a globally
competitive sector. India, therefore, now ranks third globally
in pharmaceutical production by volume and 14th by value,
thereby, contributing approximately 1.72% to the country’s
GDP. Recognised for its cost-effective and high-quality generic
medicines and vaccines, India plays a vital role in the global
healthcare sector.

Pharmaceuticals are among the top 10 sectors that drive
foreign investment in India. The country exports pharmaceutical
products to over 200 countries, including highly regulated
markets such as the US, Western Europe, Japan and Australia,
underscoring its robust manufacturing capabilities and
adherence to international quality standards.

Additionally, India’s medical devices sector is gaining momentum.
In 2023, the market size of this sector was estimated at US$ 11
billion, comprising 1.5% of the global medical device market.
The Government of India has set an ambitious milestone to
scale this industry to US$ 50 billion by 2030.

Looking ahead, the pharmaceutical sector in India targets a
market size of ? 11,08,380 crore (US$ 130 billion) by 2030, while
the biotechnology sector aims for ? 25,57,800 crore (US$ 300
billion) by the same year, indicating robust growth and significant
opportunities for innovation and investment.

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

According to the IQVIA Secondary Sales Audit dated March 25,
in FY 2024-25, 3350 new brands were launched within the 12
months ending March 25, generating sales of ? 1226.4 crore.

• Among the brands launched in last 12 months, Gastro.
reported the highest value of 209.1 Cr from 403 brands,
followed by Vitamins/Minerals/Nutrients with a sale of
163.1 Cr from 503 brands and Derma with a sale of 108.6
Cr from 421 brands.

• Highest number of 678 brands were launched in the Anti¬
diabetic segment, closely followed by Cardiac, with 670
brands and Vitamin/Minerals/Nutrients with 503 brands.

(Source: IQVIA TSA Dataset Mar’25 MFR Report)

Indian pharmaceutical exports

India’s pharmaceutical industry has evolved into a globally
recognised sector, known for its strength in generic medicines
and affordable vaccines. Currently, India ranks third globally in
pharmaceutical production by volume, with exports reaching
over 200 countries-most notably the U S.

• In FY 24, India's drugs and pharmaceutical exports was
valued at ? 2.43 lakh crore (US$ 27.82 billion) and in FY
25 (April-January), exports reached ? 2.12 lakh crore (US$
24.26 billion).

• India supplies approximately 20% of global
generic drug exports.

• The pharmaceutical sector is projected to grow
significantly, with exports estimated at ? 30.76 lakh crore
(US$ 350 billion) by 2047, reflecting a 10-15x increase
from current levels.

• The Indian government aims to bolster the medical devices
industry from US$ 11 billion to US$ 50 billion by 2030.

• Despite global trade disruptions, Indian pharma exports
maintained a robust performance in FY 2021-22 and FY
2022-23, following an exceptional year in FY 2020-21.

• India's vaccine industry exhibited its innovation by
developing a COVID-19 vaccine using indigenous
technology in collaboration with institutions such as
Indian Council of Medical Research (ICMR) and Non¬
invasive Ventilation (NIV), keeping pace with the advanced
economies. Therefore, India has supplied 301 million
vaccine doses to over 100 countries.

(Source: Department of Commerce India, Department of Pharmaceuticals,
India Business News, Global Trade Atlas, KPMG US-India Dynamic June 2018,
Pharmexcil)

Industry vision for 2026
Road ahead

The pharmaceutical industry in India plays a crucial role in the
country’s foreign trade and presents substantial investment
opportunities. Renowned for producing affordable and cost-
effective generic medicines, India supplies pharmaceuticals
to millions of people globally. It is home to a multitude of
manufacturing facilities that comply with Good Manufacturing
Practices (GMP) as prescribed by the World Health
Organisation (WHO) and the United States Food and Drug
Administration (USFDA).

India has consistently been in a leading position among
pharmaceutical manufacturing nations. Over the next five years,
medicine spending in India is projected to augment by 9-12%,
thereby, positioning the country among the top 10 worldwide, in
terms of pharmaceutical expenditure.

Future growth in domestic sales will depend significantly on
the industry’s ability to align its product offerings with the rising

demand for chronic therapies. These include treatments for
cardiovascular diseases, diabetes, depression and cancer, all
that are becoming prevalent.

The Indian government has implemented various initiatives
to decrease healthcare costs and improve accessibility. Key
measures include the National Health Protection Scheme (NHPS)
aimed at providing universal healthcare, with programmes
targeting the ageing population and the rise in chronic diseases.
Additional measures such as launching pharmacies offering
affordable generic medicines are expected to further support
industry growth.

Moreover, the expedited market entry of generic drugs
continues to be a priority, providing a competitive edge to Indian
pharmaceutical companies. Government focus on rural health
programmes, life-saving medications and preventive vaccines is
likely to generate more opportunities, thereby, strengthening the
industry's foundation.

References: Consolidated FDI Policy, Press Information Bureau
(PIB), Media Reports, Pharmaceuticals Export Promotion
Council, AIOCD-AWACS, IQVIA, Union Budget 2023-24, Interim
Budget 2024-25, Union Budget 2025-26.

R&D spending in Indian pharmaceuticals

The biotechnology and pharmaceutical sectors have
demonstrated remarkable resilience and adaptability in response
to the pandemic, consistently evolving to deliver improved health
outcomes. These industries have driven innovation in vaccine
technologies and treatment methods, alongside underlying
research and development processes that support them.

• The use of modern technologies to manufacture
pharmaceuticals, enhance scientific methodologies and
invent novel treatment approaches is rapidly gaining traction.

• India is working towards developing a comprehensive
policy framework that integrates intellectual property rights,
technology commercialisation, government procurement,
scientific research, education and skill enhancement. It
further aims to improve businesses through regulatory
reforms, with tax and financial incentives. These regulatory
adjustments are expected to pave the way for heightened
private sector investment in pharmaceutical R&D.

• For innovation in the pharmaceutical sector, through Centres
of Excellence, a new initiative to encourage pharmaceutical
research and innovation is set to be implemented. The
government supports businesses to invest on R&D in a
few chosen priority fields. At the grassroots level, the
government has announced construction of 157 nursing
colleges in co-location with government medical colleges.

• The government will further equip select ICMR labs with
facilities to enable research collaborations between faculty
from public and private medical colleges, including the
private sector R&D teams.

• In the Interim Budget 2024-25, the government earmarked
US$ 120 million (f 1,000 crore) for the promotion of bulk
drug parks for FY 2024-25, a significant hike from the
previous year. The total outlay for the development of
the pharmaceutical industry for FY 2024-25 was further
augmented to US$ 156.5 million (f 1,300 crore). The budget
for the promotion of medical device parks was raised to
US$ 18 million (f 150 crore) for FY 2024-25.

• The Department of Pharmaceuticals, in collaboration
with the National Institute of Pharmaceutical Education
and Research (NIPERs), launched several initiatives in
2023 aimed at enhancing R&D and innovation within
India’s pharmaceutical and MedTech industries. These
initiatives include:

1. National Policy on Research & Development and
Innovation in Pharma-MediTech Sector

2. Scheme for Promotion of Research and Innovation in
Pharma Sector (PRIP):

3. Human Resource Development in the
Medical Devices Sector

• The government is bolstering pharma and MedTech R&D
under the f 20.97 crore (US$ 82.5 million) PRIP scheme,
establishing Centres of Excellence at NIPER and funding
private-sector research on a milestone basis.

Note: NIPER - National Institute of Pharmaceutical Education and Research

Foreign Direct Investment (FDI) Inflow -in Indian Healthcare
and Pharmaceutical Sector

Greenfield Projects: 100% FDI is permitted under the
automatic route.

Brownfield Projects: Up to 100% FDI is permissible under the
government route.

Key Drivers of FDI Inflows:

• Robust demand growth

• Significant cost advantages

• Supportive policy framework

FDI inflows (April 2000 - September 2024):

• Drugs and Pharmaceuticals: f 2,00,148 crore

(US$ 23.04 billion)

• Hospitals and Diagnostic Centres: f 97,208 crore

(US$ 11.19 billion)

• Medical and Surgical Appliances: f 32,403 crore

(US$ 3.73 billion)

(Source: Department of Industrial Policy and Promotion)

Growth drivers

Supply drivers of Indian pharmaceutical sector

1. Launch of patented drugs

Following the implementation of product patents, several
multinational companies are anticipated to launch patented
drugs in India. Growth in the number of lifestyle diseases
in India will bolster the sale of drugs in this segment, with
High Court allowing the export of patent drugs, to foreign
players in the Indian market.

2. Medical infrastructure

The presence of a skilled workforce, coupled with high
managerial and technical competence, continues to drive
private sector investment. Pharmaceutical companies
have escalated their spending in the country, thereby,
tapping into rural markets and improving infrastructure.

Promotion of Medical Device Parks: The objective of this
initiative is to foster world-class infrastructure, thereby,
positioning the Indian medical device industry as a global
leader. As a key part of this effort, 27 greenfield bulk drug
park projects and 13 greenfield manufacturing plants for
medical devices have been inaugurated.

3. Scope in generics market

India has the 2nd highest numbers of US FDA approved
plants outside the US and stands as the largest generic
drugs provider globally. 20% of Global Exports in generic
drugs are met by India, generating more than 60,000
generic drugs across 60 Therapeutic Categories.

4. Patent expiry

About 120 drugs are expected to go off-patent over the
next 10 years, with expected worldwide revenue between
US$ 80 to 250 billion.

5. OTC drugs

The Union Government of India, in 2022, took a significant
step towards expanding access to healthcare by proposing
an amendment to the Drugs and Cosmetics Rules to
introduce Over-the-Counter (OTC) drugs. This initiative was
intended to streamline the availability of certain common
medicines without requiring a doctor’s prescription,
aiming to make healthcare more accessible, thereby,
decentralising care delivery.

Source: Make in India, News Articles

Demand drivers
Accessibility

New business models are expected to penetrate Tier-II and Tier-
III cities. Over 160,000 hospital beds are anticipated to be added
annually, in the next decade. India’s generic drugs constitute
20% of global exports in terms of volume, reinforcing the country
as the largest provider of generic medicines worldwide.

Acceptability

Rising levels of education are supporting acceptability of
pharmaceuticals. Patients further exhibit enhanced propensity
to self-medicate, thereby, strengthening the OTC market.
Acceptance of biologics and preventive medicines are set to
rise. There is a surge in medical tourism due to heightened
patient inflow from other countries.

Pradhan Mantri Bhartiya Janaushadhi Kendras (PMBJK)

As of January 2024, the total number of Jan Aushadhi Kendras
in India are 10,607. Prime Minister Mr. Narendra Modi during his
speech in Independence Day 2023 mentioned the government’s
milestones to augment the number of 'Jan Aushadhi Kendras'
from 10,000 to 25,000. The Government, therefore, plans to
provide free generic medicines to 50% of the population at an
estimated cost of US$ 5.4 billion.

Epidemiological factors

Patient pool is anticipated to escalate over 20% till 2030,
primarily due to the rising population. Emerging diseases and
lifestyle shifts are, thus, set to bolster demand.

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

Government initiatives

Government initiatives to promote the pharmaceutical sector in
India are as follows:

Union Budget 2025-26:

• The budget proposes to allocate ? 5,268.72 crore (US$
602.90 million) for the Department of Pharmaceuticals
(DoP), approximately 28.8% higher than the ? 4,089.95
crore (US$ 468.01 million), according to the Budget
Estimates (BE) for FY 2025-26.

Interim Budget 2024-25:

• The government earmarked ? 1,000 crore (US$ 120 million)
for the promotion of bulk drug parks for FY 2024-25, a
substantial increase as compared to the previous year.

• The total outlay for the development of the pharmaceutical
industry for FY 2024-25 was augmented to ? 1,300 crore
(US$ 156.5 million) while the budget for the promotion
of medical device parks was raised to ?150 crore
(US$ 18 million).

• ? 40 crore (US$ 4.1 million) was allocated for Assistance
to Medical Device Clusters for Common Facilities (AMD-
CF). The outlay for the Jan Aushadhi scheme, which
aims to provide affordable generic medicines in India,
surged to ?284.5 crore (US$ 34 million) for FY 2024-25,
from ? 110 crore (US$ 13 million) in the revised estimate
for FY 2023-24.

Union Budget 2023-24:

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

• The implementation of an initiative will facilitate innovation
and pharmaceutical research, through the development
of dedicated Centres of Excellence. The government
encourages companies to strategically invest in R&D. At
the grassroots level, the government has declared the
establishment of 157 nursing colleges in co-location with
government medical colleges.

• The Union Cabinet, on April 26, 2023, approved the
National Medical Devices Policy, 2023. The policy is
anticipated to promote the structured growth of the
medical device sector to address public health priorities
by enhancing accessibility, affordability, quality through
consistent innovation.

(Source : https://www.ibef.org/mdustry/pharmaceiitical-mdia)

Healthcare infrastructure

Additional three million beds will be required for India to achieve
the target ratio of 3 beds per 1,000 people by FY 2024-25.
Moreover, India aims to attain an optimal doctor to patient ratio
of 1:800 by FY 2029-30.

• The employment of 1.54 million doctors and 2.4 million
nurses to address the escalating healthcare demand will
be instrumental in generating 58,000 job opportunities in
the healthcare sector by FY 2024-25.

• The medical infrastructure expenditure is estimated to
surpass US$ 500 billion by 2030.

• The Interim Budget allocation for the financial year will
bolster the healthcare infrastructure through the Pradhan
Mantri Ayushman Bharat Health Infrastructure Mission
(PMABHIM) by augmenting from ? 2,100 crore (US$ 251
million) to ? 4,108 crore (US$ 492 million).

Source : www.ibef.orn/News

Medical devices

The Indian medical devices sector underwent robust growth
in the recent years and is projected to surge ? 4,34,350 crore
(US$ 50 billion) by FY 2030-31 propelled by the escalating
demand for quality healthcare, technological advancements and
favourable government policies. Start-ups in this sector have
been instrumental in fostering innovation, thereby, improving
accessibility and minimising costs.

Source : www.ibef.org/News

Company overview

As a leading player in the Indian pharmaceutical industry, FDC Ltd
specialises in developing advanced formulations. FDC is a market
leader in terms of Oral Rehydration Solutions (ORS), energy
drinks, antibiotics and ophthalmic therapy market. The Company
prioritises R&D to enhance product affordability and efficiency
across its categories. FDC’s maintains steady operation in the
domestic market while expanding its international presence.

Company growth

FDC ranked 23rd in the Indian Pharmaceutical Market (IPM),
registering a growth of 13.16% with a market share of 1.09%
and an industry growth rate of 8.03%. Three of the Company’s
pillar brands, specifically Electral, Zifi and Enerzal are among the
premier 300 brands with estimated turnovers of ? 562 crore, ?
352 crore and ? 234 crore respectively. FDC recorded a double
digit growth of 24.8% in the GI segment. Additionally, Electral and
Enerzal recorded a growth of 24.37%, 30.50%. In the dermatology
sector Derma, Zocon, Cotaryl, Mycoderm, Mycoderm-C, Zocon
Topical grew by 15.1%, 9.7%, 25.59%, 20%, 21.40% and 30.80%
respectively. Gynaec achieved a 25.4% growth with Anti Diab
expanding by 23.4%. Brands including Ziglim-M, Ziglim-MV and
SITDC-M underwent a growth of 20.3%, 55.26% and 65.82%
respectively. In terms of cardiac therapy the Amodep range
augmented by 6%, while Amodep and Amodep-TM registered
double digit growth rates of 13% and 17% respectively.

(Source : IQVIA Secondary Sales Audit March 2025)

Exports

The International Business Division of FDC Limited reported a
revenue of ?313.8 crores on consolidated level, reflecting a year-
over-year (YoY) decline of 15.7% due to regulatory challenges in
US Markets. The regulatory challenges have been addressed in
later part of the year.

US market

In 2024-25 the US market performance for FDC declined due
to the delayed FDA approval of Nitrosamine Drug Substance-
Related Impurity (NDSRI) standards. It achieved ? 27 crore as
against a budget of ? 77 crore. FDC intends to restore its market
share in 2025-26.

UK market

Despite experiencing macro headwinds including escalating
competition and steep price decline in the UK market,
FDC International Limited registered a 14% growth by
achieving ? 23.34 crore.

African market

The Company’s South African subsidiary secured ? 24.94 crore,
recording a growth of 53% over last year. The growth was driven
by the promotion of the Company’s products.

Other major markets in Africa include Ethiopia,
Tanzania and Zimbabwe.

FDC aims to enhance its competitiveness by bolstering its
presence spanning markets in Australia, New Zealand, Malaysia,
US, UK, South Asia, Ethiopia, Tanzania, Zimbabwe and Thailand.

Research and Development

The R&D formulations team at FDC Ltd prioritises the
development of quality products at affordable prices within
stipulated timelines. The team aims to manufacture superior
quality pharmaceutical products for both domestic and
global markets. The scientists are engaged in developing a
diverse range of advanced products by harnessing innovative
technologies and robust development strategies. The Company
focuses on intensive drug care, considering different routes of
administration such as oral, ophthalmic, topical and others. A
supportive work environment and an efficient management
impetus for the adoption of complex technologies enables
product development to deliver consistent value.

The Company R&D infrastructure is equipped with best-in-class
equipments such as high pressure homogeniser, high shear
homogeniser, media mill, zeta sizer, viscometer etc. needed for
a comprehensive range of ophthalmic product development.
It functions with a multitude of granulators, mixers, mills,
compression machines, fluidised bed processors and coating
machines to enable simple and complex IR, DR, ER OSD
product development.

The operations aim to address patient requirements by
consistently developing specialised treatment products. The
team has successfully integrated advanced, technology intensive
laboratory products to the commercial level. A highly skilled and
competent workforce with high academic credentials such as
PhD and Mpharm, along with 20 years of research experience,
facilitates the development of high-quality products by ensuring
operational efficiency.

R&D activities include:

• Product development for FDC

• External collaboration for product development

• Product development at Contract Development and
Manufacturing Organisation (CDMO)

• Existing production process enhancement and
cost optimisation

• Alternate vendor identification for existing Active
Pharmaceutical Ingredient (API) and excipients

• Tech transfer from R&D to other CMO sites

• Site transfer from Contract Manufacturing Organisation
(CMO) to IH facilities or emerging CMO sites

• CRO/CDMO/CMO product support activities for
external partners

• Providing technical support to all operations across
manufacturing sites

A sustained product development pipeline streamlines the
manufacture of specific products involving diverse complexities
at development, expansion and execution stages, thereby
ensuring a comprehensive product portfolio range .

Key achievements in FY 2024-25 include:

• Abbreviated New Drug Application (ANDA) Approval
received for Cefixime tablet.

• ANDA exhibit batches of Sitagliptin tablet are completed
and expected filing is planned in FY25-26.

• ANDA exhibit batches execution of Empagliflozin tablet is
completed and filing is planned in FY 2025-26.

• ANDA exhibit batches execution of Cefixime capsules is
completed and filing is planned in FY 2025-26.

• ANDA exhibit batches execution of Brimonidine and Timolol
oph solution is completed and filing is planned in FY25-26.

• Registration batches for Azithromycin tablets for ROW
market are completed with expected filing by FY 2025-26.

Synthesis and analytical

The R&D centre located at Kandivali (Mumbai) is engaged in
various activities such as process development of niche API’s,
predominantly in concerning the f ophthalmic, antihypertensive,
antifungal, antipsychotic, antihistaminic, bronchodilator and
antibacterial, New Chemical entity (NCE) segments. It is also
focusing on the development of inhalation COPD APIs, such as
Arformoterol tartarate.

This R&D centre has been recognised by Department of
Scientific and Industrial Research (DSIR), Ministry of Science
and Technology by the Government of India. This centre has
developed and demonstrated expertise in synthetic organic
chemistry, strategic scale up and technical capabilities
of multistep organic synthesis, supported by analytical
development by harnessing diverse hyphenated instruments
such as Liquid Chromatography-Mass Spectrometry (LCMS),
Gas Chromatography-Mass Spectrometry (GCMS), X-ray
Diffraction (XRD), High-Performance Liquid Chromatography
(HPLC), Ultra-Performance Liquid Chromatography (UPLC) and
Gas Chromatography (GC).

The work initiatives on life cycle management of existing drug
substances focuses on cost effectiveness, backward integration
while addressing regulatory requirements to attain accreditation
from various drug regulatory authorities worldwide.

Additionally, the synthesis of peptide molecules for
osteoporosis, anti-diabetic, weight loss and irritable bowel
syndrome treatment, including decapeptide, semaglutide,
tirzepatide, linaclotide, teriperatide are progressing rapidly. The
collaboration with globally renowned academic and research
institutions has bolstered development.

Highlights of the generic drug molecule production process

development are:

• Patent non-infringing and cost-effective processes

• Usage of environment friendly production processes

• Application of environment-friendly principles to reduce
minimise aqueous effluents, gaseous emissions and
hazardous chemical reagents.

• Development of necessary polymorphs, particle size
distribution and other physical quality attributes including
bulk density and excipient compatibility.

• Utilisation of classical chemistry to facilitate the

development of chiral drugs for commercial scale.

• Advanced state-of-the-art flash and preparative

chromatography technique to enhance integrity and
production output for commercial scale.

• Synthesis of complex impurities and their characterisation,
qualification etc.

• Upgradation of Electronic Laboratory Notebook (ELN)
software with 21 Code of Federal Regulations (CFR)
compliance for recording daily experiments. Developing
a state-of-the-art 21 CFR compliant R&D centre.
Integration of laboratory instruments with ELN software to
enhance data security.

• Scale up and technology transmission to ensure

chemical safety while safeguarding intellectual property
through patent rights.

• Life cycle management of existing products by prioritising
green chemistry point, enhancing production output and
minimising costs.

• Publication of research achievements in international

journals of repute such as Organic Process Research &
Development (OPRD).

Biotechnology

a. Granulocyte Colony-Stimulating Factor (G-CSF) project:

The Company has successfully completed the production
of three Filgrastim batches as a part of process validation
studies in our R & D Biotechnology facility approved by FDA/
CDSCO (Test Licence No : 201538805) for manufacturing
of clinical grade material. Downstream processing and
detailed characterization of the protein from these batches
is currently in progress. These batches will be filled into pre¬
filled syringes at a DCGI-approved facility for the finished
dosage form. These batches are intended for use in both
stability studies and clinical trials, marking a significant
step toward our commercial objective.

b. Third-generation thrombolytic project:

The Company had collaborated with a third party to develop a
purification strategy for the reteplase molecule by utilising the
Pichia strain. However, considering the process intricacies

and the complexity involved, the commercial viability of this
process and the molecule currently appears to be limited.

The Company is engaged in a dialogue with external parties
for the development of high potential biotech candidates.

c. Microbial testing lab:

The R&D Microbial Testing Laboratory (MTL) has
commenced its experimental studies to evaluate the
activity of TNF-18 and HY-27 NCE molecules against
dermatophytes, with the aim of positioning them as potential
therapeutic solutions for dermatological infections.

Studies are also underway for carrying out initial
Pharmacokinetics (PK) profiling of the formulated TNF-18
and HY-27 molecules with proven activity against candida
strains. Based on the outcome, the respective formulated
molecule(s) will then be taken for the in-vivo efficacy
studies and the preclinical studies.

Nutraceuticals

The R&D foods division of FDC Limited, specialises in the
development of Nutraceutical products including sports drinks,
infant milk substitutes, health supplements and functional foods.
The diverse portfolio includes non-carbonated water-based
beverages, protein Supplements, infant milk substitute and
other innovative consumables catering to essential nutritional
requirements while providing enhanced health benefits that
align with the adoption of modern lifestyles.

The global dietary supplements market, valued at US$ 177.50
billion in 2023, is on a sustained growth trajectory with a
projected CAGR of 9.1% from 2024 to 2030, predicted to
surpass US$ 327 billion by 2030. This growth is being fuelled
by the heightened consumer awareness concerning preventive
healthcare, a rapidly aging population and the emergence of
e-commerce platforms, which have expanded global access to
personalised nutrition solutions.

A dynamic segment within this segment is sports nutrition,
which involves a wide range of performance-enhancing
beverages, powders and supplements. The demand for these
products has escalated among athletes, fitness enthusiasts
and health-conscious consumers seeking to improve stamina,
muscle growth, endurance and overall well-being.

The Company’s dedicated R&D foods segment is engaged in the
consistent development of cost-effective, scientific formulations
to address the evolving consumer preferences in alignment with
the latest health trends. The Company is committed to create safe,
high-quality and accessible nutrition solutions for all age groups.

To reinforce its innovation strategy, the Company is expected
to launch of AV-Uti and Vitcobin Multivitamin Syrup, two
efficient formulations to aid daily health and wellness needs.
These products demonstrate the Company’s commitment to
manufacture products for holistic healthcare through in-house
production, which will be operational from FY 2025-26.

With a future-focused approach and a dedication to ensure health innovation, the R&D foods segment consistently demonstrates
its operational excellence by developing nutraceutical products, thereby delivering value and inspiring healthier consumer choices.

Intellectual Property Rights (IPR)

During the FY 2024-25, four patent applications pertaining to synthetic processes for compounds including latanoprostene bunod,
bilastine, formoterol fumarate and glycopyrronium bromide were filed. Simultaneously, a patent was granted for an innovative
production process titled terminal sterilisation of APIs.

Financial performance highlights

In FY 2024-25, FDC registered a standalone total income of ? 2,17,563.03 lakh compared to ? 2,01,940.32 lakh in the previous year. The
earnings before Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) amounted to ? 42,576.54 lakh in FY 2024¬
25 as compared to ? 44,167.41 lakh in the previous year. The net profit after taxation estimated at ? 27,362.60 lakh in FY 2024-25 as
compared to ? 30,716.30 lakh in the previous year. On a consolidated basis, the Company registered a total income of ? 2,19,878.12
lakh in FY 2024-25 as compared to ? 2,04,457.53 lakh in the previous year.

Internal financial controls and their 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 assets

FDC is committed to foster a secure and supportive working
environment that promotes the employee development. The
Human Resource (HR) strategies are aligned with the Company’s
mission of bolstering operational excellence while ensuring
sustainable growth, thereby enabling personal and professional
ambitions of our workforce. The Company’s consistent efforts
are driven by the fundamental principles of inclusiveness,
respect, capability building, career development and human
rights protection.

The Company is progressing rapidly while surpassing internal
and external standards in terms of employee productivity and
production performance. By prioritising a future-ready approach
through strategic initiatives, the Company promotes leadership
development, cultural integration and skill enhancement.

FDC has established a robust learning and development
ecosystem in alignment with the Company’s growth objectives.

This involves hybrid training models, integrating on-site
sessions with web-based, self-paced learning. The internal
training team performs a vital role in propelling our sales
momentum with product knowledge, scientific understanding
and effective market strategies. Leadership development is
reinforced through efficient management programs to facilitate
workforce empowerment.

In compliance with SEBI Listing Obligations and Disclosure
Requirements (LODR), FDC has adopted a code of conduct
and work ethics policy in addition to the implementation of
a whistle blower policy, which are available on our website
(www.fdcindia.com).

Key focus areas and initiatives

1. Talent acquisition and recruitment

• In-house recruitments filled out approximately
95% of vacancies, thereby minimising reliance on
external firms.

• Time-bound hiring goals have been implemented:

• Junior positions: within 30 days

• Middle management: within 60 days

• Senior management: within 90 days

2. Industrial relations and union engagement

• Successfully concluded long-term settlements:

• Goa III Union: 51-month term

• Sinnar Union: 48-month term

• Legal case management:

• Ensured proactive monitoring with legal counsel
for all pending cases

• Settled 22 legal cases, including several via out-
of-court settlements

• Employee Retirement Scheme (ERS):

• The scheme was successfully implemented for
nine employees (5 in Roha, 4 in Waluj)

3. HR support in Indian sales and marketing Sustained 96%
field force in the management of proactive recruitment in
terms of the Indian sales and marketing segment.

• Conducted walk-in interviews to address vacancies

exceeding the 5% threshold.

4. Strategic HR initiatives

• Succession planning and organisational structure

review:

• Roadmap developed for succession planning
and second-line leadership across all functions

• Early warning system for retention:

• Employees are systematically categorised into
red/orange/green zones to proactively address
attrition risks

• Monthly reports from locations are reviewed
by corporate HR

• Standardised induction program:

• Successfully implemented across all FDC locations

• Employee engagement:

• Site-specific engagement calendars developed

• The organisation of events such as inter¬
department cricket matches and Fiesta 2025
received positive feedback

• Training and capability development:

• Introduced job descriptions for diverse roles,
thereby, promoting inclusivity

• Structured training calendar enforced at
manufacturing units in accordance with inputs
from unit heads and HR

• Cost optimisation:

• Comprehensive review of overtime costs initiated

• Collaborative monitoring by unit heads and HR
to strategically minimise overtime.

These HR initiatives reaffirm FDC’s commitment to foster a
high-performance environment while prioritising the Company’s
principles to enhance engagement and future-readiness. The
Company emphasises on workforce empowerment, thereby,
promoting leadership while developing an inclusive, agile
workforce aligned with its business goals.

Cautionary statement

The statements, forming a part of this Report, may contain
certain forward-looking remarks within 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 2024-25, 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, 2025 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, 2025 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, 2025, 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, 2025 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, 2025, 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 82nd AGM held on September 22, 2022 to hold
office till the conclusion of the 87th 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, 2025. Hence, The
Statutory Auditors’ report for Financial Year 2024-25
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 was not
enabled at database level.

The management revert is as under:-

The Company uses SAP software to maintain its
books of accounts which has a feature of recording
audit trail. This feature was not enabled at database
level. However, only authorised personnel have
access to underlying database for the purpose of
system support after obtaining explicit approval 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 2024-25, based on consent
received from Mr. Sanjay Dholakia.

The Secretarial Audit Report for the financial year
2024-25 is set out in ‘Annexure - C’ to this Report.

The Secretarial Compliance Report received from
M/s. Sanjay Dholakia & Associates, for the financial
year 2024-25, 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 2024¬
25 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 2025-26.

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
2025-26, subject to ratification of their remuneration
at the ensuing 85th (Eighty Fifth) 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 85th 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/re-
appointments/resignations of any Board Members of the
Company except following:

Cessation of Directors:

Mr. Melarkode Ganesan Parameswaran (DIN - 00792123)
completed tenure from the Board directorship on

09th May, 2024.

Ms. Usha Athreya Chandrasekhar (DIN - 06517876)
completed tenure from the Board directorship on

09th May, 2024.

CA. Swati S. Mayekar (DIN - 00245261) completed tenure
from the Board directorship on 05th September, 2024.

Appointment of Directors:

Appointment of Dr. Charuta N Mandke (DIN: 08953268) as
a Non-Executive Independent Director for first term of five
(5) years effective from August 7, 2024 to August 6, 2029.

Dr. Charuta N Mandke is a ophthalmologist with 15 years
of experience in both clinical practice and academia. After
earning an MBBS and an MS in Ophthalmology, Dr. Charuta
N Mandke further specialized with a Fellowship in Medical
Retina and Lasers.

After her Academic, In the Year 2009 She Joined
Department of Ophthalmology, in Seth GS Medical College
& KEM Hospital, Mumbai as an Assistant Professor and
Currently She is Associated with Dr. R.N. Cooper Municipal
Hospital, Mumbai as an Additional Professor and Head.

She also perform, assist and teach many elective
and emergency surgical procedures like routine and
complicated cataract extraction by small incision surgery
and phacoemulsification, lacrimal sac procedures,
trabeculectomy, globe perforation repair, corneal tear
repairs, penetrating keratoplasty (therapeutic and optical),
pterygium excision with autograft, amniotic membrane
grafting, strabismus correction, iris claw lens insertion,
cyclo-cryotherapy, enucleation, evisceration, pars plana
vitrectomy and intravitreal injections.

With her exemplary skillset and knowledge, your Board
believes that she 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 Dr. Charuta N Mandke (DIN: 08953268) for
a first term of Five (5) years effective from August 7, 2024
to August 6, 2029. The Shareholders in the General Meeting
held on September 26, 2024 had approved Appointment
of Dr. Charuta N Mandke (DIN: 08953268) as the Non¬
Executive Independent Director of the Company for a
period of 5 (Five) years with effect from August 7, 2024 not
liable to retire by rotation.

The Board is of the opinion that Dr. Charuta N
Mandke 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, Mr. Ameya Ashok
Chandavarkar, CEO-International Business & Executive
Director, retires by rotation at the 85th Annual General
Meeting and being eligible, has offered himself 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 85th Annual General Meeting
and the statement annexed thereto.

Key Managerial Personnel:

During the year, there has been no changes in the Key
Managerial Personnel.

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, Five (5) 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 Listing Regulations. The details of
the meetings and attendance 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, 2025, 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/
Familiarisation Programmes for Independent
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 independence as laid down under Section
149(6) of the Act and 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 2024-25, 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 2024-25, 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, 2025. 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

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, 2025.

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, 2025, is
available on the website of the Company at https://www.
fdcindia.com/stock-exchange-compliances

37. INDUSTRIAL RELATIONS

The Company continued to generally maintain harmonious
and cordial relations with its workers in all its businesses.

38. 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¬
enactments) 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 2024-25, the Company has transferred
total unclaimed and unpaid Final dividend of H 16,33,779/-
for the F.Y. 2016-17 to IEPF Authority. Further 1,35,256
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 2019-20 and onwards are
advised to write to the Company immediately for claiming
dividends declared by the Company.

39. 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.

40. 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.

41. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were no
transactions on these matters during the year under review:

• There was no proceeding pending under Insolvency
and Bankruptcy Code, 2016.

• There were no instances of one time settlement with
any bank or financial institution.

• Neither the Chairman and Managing Director/Joint
Managing Director nor Whole-time Director received
any remuneration or commission from any of the
Company’s subsidiaries.

• No significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s
operations in future.

42. ACKNOWLEDGEMENTS

The 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.

On behalf of the Board of Directors
For FDC Limited

Sd/- Sd/-

Mohan A. Chandavarkar Ashok A. Chandavarkar

Place: Mumbai Managing Director Executive Director

Date: May 28, 2025 DIN: 00043344 DIN: 00042719

64 Annual Report 2024-25