The Board of Directors (“the Board”) hereby submits the report of the business and operations of the Company (“the Company”
or “Indegene”), along with the audited financial statements, for the financial year ended 31 March 2026.

1. FINANCIAL POSITION AND STATE OF AFFAIRS

The summary of the financial results of the Company for the year ended 31 March 2026, are as follows:

(' In Millions)

2. HIGHLIGHTS OF THE YEAR & OUTLOOK

The gLobaL biopharma industry demonstrated its
resiLience and strategic importance during the year,
growing at approximately 9% in calendar year 2025
compared to 6.4% in calendar year 2024. Looking ahead,
the industry is positioned to grow at a heaLthy 5% to
8% CAGR from 2026 to 2028, supported by a stable
funding environment and a healthy pipeline of Launches.
The macroeconomic and regulatory concerns that had
warranted caution a year ago have Largely been resolved,
Leaving the Company's customer base stable, funded
and growing as we enter FY 2026-27.

Market Positioning and Portfolio Growth

FY 2025-26 was defined by a step change in the pace of
customer adoption and the size of mandates won on the
back of our GenAI-Led solutions. We increased our active
customer base from 73 to 91 and our $1Mn revenue
customers from 41 to 53 during the period.

The Company's pipeLine entering FY 2026-27 is stronger
and Larger than at any prior year-end, with broad-based
depth and breadth across our top 20 customers, outside
the top 20 cohort, and across our Enterprise CommerciaL
and Enterprise MedicaL business Lines.

This is a vindication of our unique and category-defining
market positioning as a Strategic Operating Partner
to the LS industry - purpose-buiLt to design, run and
continuously modernize complex and highly regulated
functions across the vaLue chain of cLinicaL, reguLatory,
medicaL and commerciaL operations.

CLients reLy on us as they have over the Last 27 years
for our abiLity to run domain-intensive operations,
exercise human judgement, harness the power of
bLeeding-edge technoLogy and take accountabiLity for
business outcomes.

As an extension of this pattern, they now Look to us
to heLp convert the promise of AI into performance.
They see us in a category of our own - distinct from
pure consulting that is not backed by execution or from
horizontal IT and system integration capabilities devoid
of domain expertise.

GenAI @ Work

UnLocking the power of GenAI is not constrained by
access to technoLogy but access to domain knowLedge.
Cortex, our Lifesciences-Native GenAI pLatform that
encapsuLates our 27 years of domain experience and
understanding continues to scaLe and is now embedded
within aLL our soLutions incLuding our Content Creation
Super App, MedicaL Writing PLatform, Medico-LegaL
Review SoLution and Adverse Event Monitoring PLatform.

Cortex underpins our next-generation Al-embedded
commerciaL and medicaL operating modeLs for the
industry: One-Click Submission, Agentic AOR (Agency
of Record) of the Future, Safety-in-a-Box, AI-powered
Personalized Customer Engagement and Intelligent
CLinicaL TriaL Operations. Each repLaces a manuaL,
fragmented industry process with a pLatform-driven,
AI-embedded one, and each is a category we beLieve
Indegene will define in the years to come.

Concurrently, through our internal Transform AI
programme, we continued to embed technology and
AI deeply into how we deliver, in conjunction with our
predominant managed-outcome pricing model. This
drove our industry-leading revenue per employee to
approximately US$ 75,000 per annum, up from US$
56,000 three years ago, a step change in productivity
that reinforces both our competitiveness and the
operating leverage in the business.

Innovation and Next Generation Solutions

Several of our next-generation solutions have gained
significant traction in the market and promise. Tectonic,
our GenAI-embedded transformational “agency-of-
scale” model for creative development, adaptation
and execution scaled to five customers during the
year with two of them having transitioned to long¬
term engagements.

We were also successful in rolling out several “industry
first” solutions all of which represent the potential to
have an impact on how the industry commercializes
products in future. These include:

• An outcome-linked GenAI-powered omnichannel
commercialization engagement with a Top 5 global
pharma to drive revenue augmentation of a $1Bn
product portfolio

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

• GenAI-powered pharmacovigilance and safety
for a medical devices company driving operational
efficiency and accelerating speed of response to
adverse events

• Establishing a Global Innovation Centre for a leading
specialty pharma company for transformation of all
R&D operations to accelerate time to market

• Agentic AOR of the Future to reduce the time from
insights to creative concepts from 3 months to
3 days

Corporate expansion

During the year, the Company completed three strategic
acquisitions to strengthen capabilities and expand its
presence in key geographies. BioPharm, acquired in
October 2025, strengthened our omnichannel data and
targeting capabilities within the enterprise commercial
segment through the addition of the Tandem data
platform. Integration of BioPharm was successfully
completed ahead of schedule by the end of February
2026, with synergies on general and administrative
expense, data subscriptions, business operations and go-
to-market progressively unlocking through FY 2026-27.
Alongside BioPharm, the Company acquired Warn & Co
and Cake Kommunikations, strategic additions of people
with deep expertise and local market knowledge in key
European geographies. These additions complement
our global delivery model in Europe with credibility and
relationships on the ground.

The Company also continued to invest in senior
leadership talent and thought leaders across commercial
and medical leadership during the year, strengthening
our ability to engage at the C-suite level as we pursue
larger and more complex transformation mandates for
our clients.

These strategic expansion initiatives coupled with our
continued investments in building and scaling category¬
defining technology platforms and GenAI-embedded
solutions give us conviction that we will continue on our
growth journey during FY 2026-27 as well.

Awards and recognition

The Company was recognised by several leading industry
analyst firms during the year. Everest Group named
Indegene a Leader on its PEAK Matrix® for Life Sciences
AI and Analytics Services for Commercial 2025. ISG
Group recognised Indegene with a Leadership position in
Life Sciences Commercial Operations 2025. IDC named
the Company a Major Player in R&D Pharmacovigilance
Technology Solutions 2025, and Avasant recognised
Indegene as an Innovator in its Veeva Digital Services
RadarView 2025 assessment.

I ndegene also received multiple industry and product
awards during the year. The Company was awarded
Data Solution of the Year - Healthcare, at the Data
Breakthrough Awards 2025 and was a Finalist for Data
Platform 2025 at the MM M Awards. The Company
won a Gold at the Brandon Hall Group HCM Excellence
Awards 2025 in the Learning and Development
category and a Bronze at the 2025 Stevie® Awards for
Technology Excellence.

Indegene's people-first culture and workplace practices
were recognised across several leading platforms. The
Company was named to the Avtar & Seramount Hall
of Fame as one of the Best Companies for Women in
India for five continuous years of diversity and inclusion
leadership. It was also recognised in the People Business

Top 50 Companies with Great Managers 2025. Indegene
was also honoured at the Great Manager Awards 2025 —
the fourth consecutive year of this recognition. Indegene
was certified by Great Place to Work® (December 2025
to December 2026, India) and named among India's
Top 50 Best Workplaces in Health & Wellness 2026,
recognising holistic employee well-being programmes.

On the sustainability and governance front, Indegene
was categorised as an ‘ESG Leader' by NSE
Sustainability Ratings with an overall score of 80/100,
and was awarded the Silver Medal by EcoVadis for its
Environmental, Social, and Governance performance
in 2025, achieving an overall score of 75 and ranking
among the top 15% of organisations globally on the
EcoVadis benchmark. The Company also received the
CyberVadis ‘Platinum' rating with a score of 963/1000,
reflecting a ‘Mature' level of cybersecurity practices
embedded across the organisation.

3. DIVIDEND

The Board recommends a final dividend of ' 2.25 per
equity share of face value ' 2/- each for the financial
year ended 31 March 2026. The dividend is subject to
approval of members at the ensuing Annual General
Meeting (“AGM”) and deduction of tax at source, as
required under the law. The final dividend, if approved,
would be paid to members whose names appear in the
Register of Members as on the record date fixed for
this purpose.

The dividend payment is based upon the parameters
mentioned in the Dividend Distribution Policy approved
by the Board of Directors of the Company pursuant to
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. The Policy is uploaded on the
Company's website atDividend Distribution Policy

Dividend, if approved by the members, will be paid
electronically pursuant to the amendment to Regulation
12 notified by the Securities and Exchange Board of
India vide the SEBI (Listing Obligations and Disclosure
Requirements) (Fifth Amendment) Regulations, 2025,
effective 19 November 2025. Accordingly, the Company
would be unable to pay dividend through warrants
and cheques.

4. TRANSFER TO RESERVES

During the year under review, the Board of Directors of
the Company, has decided not to transfer any amounts
to the Reserves.

5. CHANGE IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature
of its business during the period under review.

6. SHARE CAPITAL

During the FY 2025-26, the Company allotted a total of
8,93,392 equity shares having face value of ' 2 each on
various dates pursuant to the exercise of vested stock
options by the eligible employees under the Indegene
Employee Stock Option Plan 2020 (“ESOP 2020”/
“Plan”) and Indegene Employee Restricted Stock Unit
Plan 2020 (“RSU 2020”/ “Plan”).

As of 31 March 2026, the issued Share Capital of
the Company stood at ' 48,18,02,708 divided into
24,09,01,354* equity shares of '2/- each.

*3,72,708 shares held by Indegene Employee Welfare
Trust are not included in the financial statements as of
31 March 2026.

7. CREDIT RATING

The Company has neither issued any debt instruments
nor undertaken any fixed deposit programme or any
scheme or proposal involving mobilisation of funds,
whether in India or abroad. Hence, credit rating is not
applicable for the financial year 2025-26.

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

There have been no material changes and commitments,
which affect the financial position of the Company,
after the close of financial year 2025-26 till the date of
this report.

9. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls
with reference to financial statements. During the year,
such controls were tested and no reportable material
weakness in the design or operation was observed as
required under The Companies (Accounts) Rules, 2014.

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

During the year under review, one material final
assessment order was received under Section 144B
of the Income Tax Act 1961, with an income tax

The above acquisitions were undertaken through the
Company's subsidiaries and include their respective
step-down subsidiaries, where applicable.

Further, during the year, as part of internal restructuring,
Services Indegene Aptilon, Inc., Canada has been merged
with Trilogy Writing and Consulting ULC, Canada to form
Indegene Healthcare Canada, Inc.

During the year, the Board of Directors reviewed the
affairs of the subsidiaries. In accordance with Section
129(3) of the Act, we have prepared the Consolidated
financial statements of the Company, which form part
of this Annual Report. Further, a statement showing
salient features of the financial statements of our
subsidiaries in the prescribed format AOC-1 is appended
as Annexure-1 to the Board's report. The statement also
provides details of the performance and financial position
of each of the subsidiaries, along with the changes that
occurred, during financial year 2025-26. In accordance
with Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated
financial statements and related information of the
Company and audited accounts of its subsidiaries, are
available at the Financial Information section of our
website. Financial Information

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

12. DEPOSITS

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

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31 March 2026, the Company has eleven Directors,
comprising two Executive Directors, two Non-Executive
Directors and seven Independent Directors, including
two women Independent Directors.

The Board of Directors pursuant to a Circular
resolution passed on 22 January 2026 appointed Ms.
Jill Mary De Simone (DIN 11483134) as an Additional
Director (Non-Executive Independent Director) of the
Company for a term of three years commencing from
22 January, 2026 to 21 January 2029, subject to the
approval of the Members at the ensuing AGM. A resolution
seeking Member's approval for her appointment forms
part of the Notice for the ensuing AGM.

Based on the recommendation of Nomination and
Remuneration Committee (“NRC”), and in terms of the
provisions of the Act, the Board of Directors proposed
to appoint Neeraj Bharadwaj (DIN: 01314963) as
an Independent Director of the Company effective
23 January 2026. Further, in accordance with the
provisions of Section 149 read with Schedule IV to
the Act and applicable SEBI Listing Regulations,
Neeraj Bharadwaj was appointed as Non-Executive,
Independent Director of the Company, not liable to retire
by rotation, for a term of five years commencing from
23 January 2026, to 22 January 2031 (both days
inclusive). His appointment was duly approved by the
members through a postal ballot on 23 January 2026.
In the opinion of the Board, Neeraj Bharadwaj is a
person of integrity and fulfils requisite conditions as per
applicable laws and is independent of the management
of the Company.

I n accordance with Section 152 of the Companies
Act, 2013, Mr. Manish Gupta, (DIN: 00219273) and
Dr. Sanjay Suresh Parikh, (DIN: 00219278), retire by
rotation at the ensuing AGM and being eligible, offer
themselves for re-appointment. A resolution seeking
shareholders' approval for their re-appointment forms a
part of the Notice.

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on 31
March 2026, are Mr. Manish Gupta, Chairman, Executive
Director and Chief Executive Officer, Dr. Sanjay Suresh
Parikh, Executive Director, Mr. Suhas Prabhu, Chief
Financial Officer and Ms. Srishti Ramesh Kaushik,
Company Secretary and Compliance Officer.

In the opinion of the Board of Directors, the independent
directors have relevant proficiency, expertise, and
experience. During the year, the non-executive directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees,
commission, and reimbursement of expenses incurred
by them to attend the meetings of the Company.

14. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company's policy is to maintain an appropriate
balance of executive, non-executive and independent
directors to ensure the independence of the Board
and a clear separation between its governance and
management functions.

As at 31 March 2026, the Board comprised eleven
directors, consisting of two executive directors, two
non-executive and non-independent directors, and
seven independent directors. The Board includes two
women independent directors.

Details relating to the Board and Committee composition,
tenure of directors, areas of expertise and other relevant
information are set out in the Corporate Overview
section of this Annual Report.

The policy of the Company on directors' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of
a director and other matters, as required under sub¬
section (3) of Section 178 of the Companies Act,
2013, is available on our website, atNomination and
Remuneration Policy

We affirm that the remuneration paid to the directors
is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

The Company's Policy on Board Diversity is available on
our websitePolicy on Board Diversity

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

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

15. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed to the Report as Annexure 2.

The statement containing particulars of top 10
employees and particulars of employees as required
under Section 197 (12) of the Act read with Rule 5(2) and
(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this report. In terms
of proviso to Section 136(1) of the Act, the Report and
Accounts are being sent to the shareholders, excluding
the aforesaid Annexure. The said statement is also open

for inspection. Any member interested in obtaining a
copy of the same may write to the Company Secretary.

None of the employees Listed in the said Annexure are
related to any Director of the Company.

16. HUMAN RESOURCES DEVELOPMENT

For nearly three decades, Indegene has helped life
sciences organizations navigate successive waves of
industry transformation. Today, as AI reshapes the
industry in real time - collapsing skill boundaries and
accelerating the path from promise to performance - we
see it not as a disruption, but as a natural extension of
capabilities we have been building for years.

We see this as an opportunity to help clients lead
through this transformation while enabling our people
to grow alongside it. Indegene brings together a rare
combination of scientific depth, technology capability,
and operational excellence. This is reflected most clearly
in our multi-disciplinary and multi-geographic workforce
collaborating to solve some of the most complex global
life sciences challenges.

For further insights, please refer to thePeople Excellence
section of this Annual Report.

17. PREVENTION OF SEXUAL HARASSMENT
(“POSH”)

The Company is committed to providing a safe and
respectful work environment and enforces a zero-
tolerance approach towards any conduct which can be
considered as sexual harassment. The Company treats
every employee with dignity and respect, fosters to
create a workplace which is safe and free from any act
of sexual harassment.

The Company has a Prevention of Sexual Harassment
Policy as per the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and Rules thereunder (“POSH Act
& Rules”).

This Policy encompasses following:

• To define Sexual Harassment;

• To lay down the guidelines for reporting acts of
Sexual Harassment at the workplace; and

• To provide the procedure for the resolution and
redressal of complaints of Sexual Harassment.

The same can be accessed on our websitePrevention of
Sexual Harassment Policy

The Policy is applicable to all employees including
the Company's contract employees. The Company is
committed to providing a workplace that is free from
discrimination, harassment and victimisation, regardless
of gender, race, creed, religion, place of origin, sexual
orientation of a person employed or engaged with
the Company.

The Company has constituted an Internal Complaints
Committee (“ICC”) to consider and resolve all sexual
harassment complaints reported to the ICC. The
constitution of the ICC is as per the POSH Act & Rules
and the ICC includes an external member from an NGO
with relevant experience.

During the year, the Company undertook initiatives to
promote awareness and prevention of sexual harassment
in the workplace. Comprehensive training modules on
POSH were made available to all employees, including
all categories of employees, through the Company's
learning lab. The Company also conducted awareness
sessions for employees through the learning lab to ensure
broad-based sensitisation across the organisation.

Further, quarterly orientation sessions were conducted for
the members of the ICC to reinforce their understanding
of applicable procedures and responsibilities.

During the year under review, one complaint pertaining
to sexual harassment was received under the POSH
Act. The same was duly investigated in accordance
with the Company's policy, and appropriate action was
taken, including termination of the respondent by the
employer. No complaints remained unresolved as on
31 March 2026.

18. EMPLOYEES STOCK OPTION PLAN /
RESTRICTED STOCK UNIT PLAN

The primary objective of the equity-based compensation
plans (Employee Stock Option Plan and Restricted Stock
Unit Plan) is to reward employees for their continued
association with and performance in the Company.
The Company intends to utilize these Plans as a means
of sharing the value and growth generated by the
employees' contributions over time. Additionally, these
Plans aim to attract and retain key talent within the
organization, thereby aligning employee interests with
the long-term success of the Company.

Indegene Limited Employee Stock Option Plan 2020
(“ESOP 2020”/ “Plan”)

Pursuant to the resolutions passed by our Board
on 29 October 2020 and the shareholders on
13 November 2020, the company adopted the
ESOP 2020/ Plan. The ESOP 2020/ Plan was
last amended pursuant to the resolutions passed
by our Board on 23 November 2022 and the
shareholders on 28 November 2022 and later,
ratified by the shareholders in the AGM held on
06 September 2024.

The Company has implemented the Indegene Limited
Company Share Option Plan 2022 (“CSOP Sub-Plan”),
forming part of the ESOP 2020/ Plan, for the benefit of
employees of its United Kingdom subsidiary.

The CSOP Sub-Plan has been adopted in accordance
with applicable laws, including the provisions of Schedule
4 of the UK Income Tax (Earnings and Pensions) Act
2003, and is administered by the Nomination and
Remuneration Committee of the Board.

The options granted under the CSOP Sub-Plan are
within the overall ceiling approved under ESOP 2020
and are exercisable into equity shares of face value '2
each, on terms and conditions, including exercise price
and vesting conditions, as determined under the ESOP
2020/ Plan and the CSOP Sub-Plan.

The maximum number of options that may be granted
under ESOP 2020/ Plan is 60,14,543 resulting in
60,14,543 equity shares of ' 2 each. The exercise price
per option shall be the fair market value of the share of
the Company as on date of grant of such option.

During the financial year 2025-26, 2,15,192 options
were exercised by selected employees of the Company
and its subsidiaries under the ESOP 2020/ Plan and
7,782 options were exercised by selected employees
of the Company and its subsidiaries under the CSOP
Sub-Plan.

Indegene Employee Restricted Stock Unit Plan 2020
(“RSU 2020”/ “Plan”)

Pursuant to the resolutions passed by our Board on
29 October 2020 and the shareholders on
13 November 2020, the Company adopted the RSU
2020 Plan. The RSU 2020/ Plan was last amended
pursuant to the resolutions passed by our Board on
23 November 2022 and the shareholders on
28 November 2022 and later, ratified by the shareholders
in the AGM held on 06 September 2024.

The maximum number of options that may be granted
under the RSU 2020 is 58,49,250 resulting in 58,49,250
equity shares of ' 2 each. The exercise price per option
shall be the face value of the share ' 2 each.

During the financial year 2025-26, 6,70,418 options
were exercised by selected employees of the Company
and its subsidiaries under the RSU 2020/ Plan.

The statutory disclosures as mandated under the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
will be available for electronic inspection by the Members
during the AGM and is also hosted on the website of the
Company:https://www.indegene.comand the certificate
from the Secretarial Auditor confirming implementation
of the above schemes in accordance with Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and
members approval, is annexed to the Board's report.

19. AUDIT REPORTS AND AUDITORS

AUDIT REPORTS

The auditors' report for financial year 2025-26 does not
contain any qualification, reservation, or adverse remark.
The report is enclosed with the financial statements in
this Annual Report.

The secretarial audit report and management response
to the same are enclosed in Annexure - 3 to this report.

The auditor's certificate confirming compliance with
conditions of corporate governance as stipulated under
the listing regulations, for financial year 2025-26 is
enclosed as annexure to the corporate governance
report, which forms part of this Annual Report.

The secretarial auditor's certificate on the implementation
of share-based schemes in accordance with Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, is
enclosed in Annexure - 4

AUDITORS

• Statutory Auditor

The Members at the 27^th AGM held on 26 June
2025, appointed Deloitte Haskins & Sells,
Chartered Accountants, Firm Registration
No. 008072S as the Statutory Auditors of
the Company, for a consecutive term of five
years till the conclusion of the 32^nd AGM of the
Company.

The Audit Committee reviews the independence
and objectivity of the Auditors and the effectiveness
of the Audit process.

• Secretarial Auditor

Pursuant to Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
(Third Amendment) Regulations, 2024, w.e.f.
13 December 2024, all Listed entities incorporated
in India shall appoint secretarial auditor for not more
than one term of five consecutive years; or a firm of
Secretarial Auditors for not more than two terms
of five consecutive years, with the approval of its
shareholders in its AGM.

Pursuant to the above, Madhwesh Prathap
and Associates, Company Secretaries, (Firm
Registration Number P2025KR103400) was
appointed as the Secretarial Auditor of the Company
for a term of five consecutive years, who shall hold
office from the conclusion of the 27^th AGM until
the conclusion of the 32^nd AGM of the Company.
Accordingly, the said firm shall conduct secretarial
audit for the financial years starting from financial
year 2025-26 to 2029-30.

• Internal Audit

Grant Thornton India LLP serves as the internal
auditors of the Company, in accordance with
Section 138 of the Companies Act, 2013 read with
Rule 13 of the Companies (Accounts) Rules, 2014.

• Cost Records and Cost Audit:

Maintenance of cost records and requirement of
cost audit as prescribed under the provisions of
Section 148 of the Companies Act, 2013 are not
applicable for the business activities carried out by
the Company.

20. REPORTING OF FRAUDS BY AUDITORS

During the year under review, an instance of fraud
involving misappropriation of assets amounting to
'24.30 lakhs was identified, which was committed by an
employee of the Company. The entire amount involved
has since been fully recovered. The statutory auditors
have reported the said instance in their audit report. No
other fraud by the Company was noticed or reported
during the year.

The Company has taken suitable corrective and
preventive measures, including strengthening of internal
and system-based controls and conducting focused

training programmes for the concerned team, with a
view to preventing recurrence of such incidents.

During the year under review, no further instances of
fraud were reported to the Audit Committee by the
statutory auditors or the secretarial auditor under
Section 143(12) of the Companies Act, 2013.

21. COMMITTEES OF THE BOARD

As of 31 March 2026, the Company has duly constituted
Audit Committee, Corporate Social Responsibility
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Investment
Committee and Risk Management Committee, each of
which is duly constituted to discharge its respective
functions in accordance with applicable laws, regulations,
and corporate governance standards.

During the year, all recommendations made by the
committees were approved by the Board.

A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance
Report, which forms part of this Annual Report.

22. ANNUAL RETURN

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

23. DECLARATION BY INDEPENDENT DIRECTORS
AND STATEMENT ON COMPLIANCE OF CODE
OF CONDUCT

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Act, that he / she meets the criteria of independence
laid down in Section 149(6), Code for independent
directors of the Act and of the Listing Regulations. The
said declarations are provided in Annexure - 5.

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34 of the Listing
Regulations, the Management's Discussion and Analysis
Report is set out in this Annual Report.

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

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

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

25. RISK MANAGEMENT

The Company believes that risks should be managed
and monitored on a continuous basis. As a result, the
Company has designed a dynamic risk management
framework to manage risks effectively and efficiently.

The Company's risk management framework is
supported by the Board of Directors, the management
of the Company and the Risk Management Committee.
The Risk Management Committee is delegated with
responsibilities in relation to risk management and the
sustainability reporting of the Company.

To further strengthen the organisation's risk governance
framework and ensure effective operationalisation of
Enterprise Risk Management (“ERM”), the Company
has established a SubRisk Committee reporting to the
Risk Management Committee. The SubRisk Committee
is responsible for driving ERM implementation across
business units, monitoring key risk indicators, maintaining
the enterprise risk register, and providing advisory inputs
on emerging risks and mitigation strategies.

The Company has also formulated a risk management
policy and established a mechanism to apprise the
Board on risk assessment, minimization procedures and
periodic review. The main objective of this policy is to
ensure sustainable business growth with stability and
to promote a proactive approach in reporting, evaluating
and resolving risks associated with the business. The
policy establishes a structured and disciplined approach
to risk management, in order to guide decision-making
on risk related matters.

The Company'sRisk Management Policy is available on
our website.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle-blower Policy in place and
aligns with the requirements of vigil mechanism under the
Act and Regulation 22 of Listing Regulations. This Policy
provides for adequate safeguards against victimization
of persons who complain under the mechanism and
provides for direct access to the Chairperson of the
Audit Committee.

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

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

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of corporate governance and believes that
sound governance practices are essential for achieving
sustainable growth, enhancing stakeholder value
and maintaining transparency and accountability in
its operations.

The Company's governance framework is designed
to ensure ethical conduct of business, effective
management oversight and compliance with applicable
laws and regulations. The Board of Directors provide
strategic direction and oversight, while ensuring that the
management acts in the best interests of all stakeholders.

The Company has complied with the requirements of
corporate governance as stipulated under the Act and
the Listing Regulations, as applicable.

Our corporate governance report along with a certificate
from the secretarial auditor, confirming compliance for
the year ended 31 March 2026, as required under Listing
Regulations, is placed in a separate section which forms
part of this Annual Report.

The Company continues to strengthen its governance
practices by adopting best-in-class policies and
procedures, with an emphasis on integrity, transparency,
accountability and responsible business conduct, thereby
creating long-term value for its stakeholders.

28. BOARD EVALUATION

In accordance with the provisions of the Act and
Listing Regulations, the Board of Directors have carried
out the annual evaluation of its own performance,
the performance of its Committees, and that of
individual Directors.

During the year, the Company conducted the Board
evaluation exercise for the second time, through an
external independent agency. The evaluation was carried
out through a structured and comprehensive process,
which included circulation of detailed questionnaires and
evaluation templates covering various aspects such as
Board composition and structure, effectiveness of Board
processes, adequacy and timeliness of information flow,
and overall functioning of the Board.

The performance of the Committees was evaluated by
the Board based on inputs received from the respective
Committee members, taking into account parameters
such as the composition of Committees, effectiveness
of meetings, and discharge of roles and responsibilities.

The evaluation of individual Directors was carried out
based on parameters such as participation in Board and
Committee meetings, contribution to decision-making,
quality of inputs, domain expertise, and adherence to
ethical standards.

The entire process was carried out under the supervision
and guidance of the Nomination and Remuneration
Committee. The criteria and methodology adopted for
the evaluation are in accordance with the Company's
policy, which is available on the Company's website
Policy for Evaluation of The Performance of The Board
of Directors

29. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Our CSR philosophy is anchored in an ambitious
vision: to cultivate, support, and scale next-generation
capabilities in biopharmaceuticals and biotechnology,
driving India's evolution into a global IP powerhouse. We
focus our partnerships exclusively on leading, tier-1
institutions and innovation hubs capable of driving
global-quality outcomes across three highly strategic,
interconnected pillars: (1) Accelerating Translation
and Commercialization Pathways, (2) Cultivating
Interdisciplinary Academic & Research Excellence, and
(3) Building an Enabling Policy Environment and System-
Level Architecture. In addition, Indegene remains
profoundly committed to immediate community well¬
being and inclusive human development. We partner
with highly reputable, structured organizations to
achieve measurable social outcomes across the broader
healthcare and education spectrum.

The Company has complied with the provisions of Section
135 of the Act and all its subsequent amendments.
The brief outline of the Company's CSR policy and
the CSR initiatives undertaken during the year under

review are set out in Annexure - 6 of this report in the
format prescribed in the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021.

For further insights, please refer to theCSR sectionof
this Annual Report.

For other details regarding CSR Committee, please
refer Corporate Governance Report, which is a part
of this Annual Report. TheCSR Policy is available on
our website.

30. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Pursuant to Section 186 of the Act and Schedule V of
the Listing Regulations, as amended from time to time,
disclosure on particulars relating to Loans, Guarantees
and Investments are provided as part of the notes to the
financial statements provided in this Annual Report.

31. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY

The Company has historically adopted the practice
of undertaking related party transactions only in the
ordinary and normal course of business and at arm's
length as part of its philosophy of adhering to highest
ethical standards, transparency, and accountability.
In line with the provisions of the Act and the Listing
Regulations, the Board has approved a policy on
related party transactions. The policy on related party
transactions has been placed on the Company's website
atPolicy on Materiality of Related Party Transactions
and Dealing with Related Party Transactions

Prior omnibus approval of the Audit Committee and
the Board is obtained for the transactions which are
foreseeable and of a repetitive nature. All related party
transactions are placed on a quarterly basis before the
Audit Committee, and before the Board for review and
approval. All contracts, arrangements and transactions
entered by the Company with related parties during
financial year 2025-26 were in the ordinary course of
business and on an arm's length basis. There were no
contracts, arrangements or transactions entered during
financial year 2025-26 that fall under the scope of
Section 188(1) of the Act. Accordingly, the prescribed
Form AOC-2 is not applicable to the Company for the
financial year 2025-26 and hence does not form part of
this report.

I n terms of the Listing Regulations, a related party
transaction is considered material if it exceeds or 10%
of the annual consolidated turnover of the Company as

per the last audited financial statements, requiring prior
approval of the members. During the financial year 2025¬
26, none of the related party transactions exceeded the
prescribed materiality thresholds, consistent with the
previous financial year.

The details of certain related party transactions entered
into during the year are as follows:

1. Info Edge Limited:

During the year, the Company entered into a
recruitment services agreement with Info Edge
Limited, a Company in which Dr. Ashish Gupta,
Independent Director of the Company, serves as
an Independent Director. This transaction qualifies
as a related party transaction under Section 188 of
the Act, but it is not material as per the provisions
of the Act. The transaction was carried out in the
ordinary course of business and on an arm's length
basis, with charges as per the agreed terms. The
transaction was reviewed and approved by the
Audit Committee in accordance with the Company's
related party transaction policy.

2. Indian School of Business:

Mr. Neeraj Bharadwaj, Independent Director, is
an Executive Board Member of Indian School of
Business, which provides recruitment services
to the Company. This transaction qualifies as a
related party transaction under Section 188 of the
Act, but is not material. It was carried out in the
ordinary course of business and on an arm's length
basis, with charges as per the agreed terms. The
transaction was reviewed and approved by the
Audit Committee in accordance with the Company's
related party transaction policy.

During the financial year 2025-26, the Non¬
Executive Directors of the Company had no
pecuniary relationship or transactions with the
Company other than sitting fees, commission and
reimbursement of expenses, as applicable.

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

In the context of Indegene‘s sustainability efforts,
conservation of energy and technology absorption
are pivotal components of our strategy to enhance
environmental responsibility and operational efficiency.

Conservation of energy

(i) Steps taken or impact on conservation of energy:

The Company has undertaken several energy
conservation measures across its facilities, including

installation of LED lighting across workspaces,
sensor-based lighting in meeting rooms and
cabins, and sensor-based water fixtures to optimise
resource usage. Energy-efficient VRF HVAC
systems have been deployed, and server room
operations have been strengthened through water
leak detection systems and preventive controls.
These initiatives have resulted in improved energy
efficiency and reduced environmental impact.

(ii) Steps taken by the Company for utilising alternate
sources of energy:

The Company has enhanced its sourcing of
renewable energy & currently, 67% of the energy
requirements are met through renewable sources in
our largest delivery center. Additionally, initiatives
such as installation of EV charging infrastructure
support the transition towards cleaner energy usage.

(iii) Capital investment on energy conservation
equipments:

The Company has invested in energy-efficient
infrastructure, including LED lighting systems,
VRF HVAC systems, sensor-based fixtures, EV
charging points, and upgraded DG sets with noise-
reduction retrofits, contributing to sustainable
energy management.

Technology absorption

(i) Efforts made towards technology absorption:

The Company has transitioned towards cloud-
based IT systems, reducing reliance on energy¬
intensive on-premise data centres. It continues
to adopt smart technologies and infrastructure
upgrades to enhance operational efficiency.

(ii) Benefits derived like product improvement,
cost reduction, product development or import
substitution:

Adoption of cloud-based systems and smart energy
solutions has resulted in improved operational
efficiency, optimisation of resource utilisation, cost
savings, and enhanced sustainability performance.

(iii) In case of imported technology (imported during
the last three years):

(a) Details of technology imported: NA

(b) Year of import: NA

(c) Whether the technology been fully
absorbed: NA

(d) If not fully absorbed, areas where absorption
has not taken place, and reasons thereof: NA

(iv) Expenditure incurred on Research and
Development:

No specific expenditure on research and
development is reported for the purpose of
this disclosure.

Foreign Exchange Earnings & Outgo

The total foreign exchange earnings during the year stood
at ' 12,01,94,83,328 compared to ' 10,74,72,39,708
in the previous year while the foreign exchange outgo
(including imports) stood at ' 2,99,39,198 compared to
' 59,76,52,348 in the previous year.

33. BOARD MEETINGS

The Board met five times during the financial year under
review. The meeting details are provided in the Corporate
Governance Report that forms part of the Annual Report.
The maximum interval between any two meetings did
not exceed 120 days, as prescribed by the Act.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
directors, to the best of its knowledge and ability,
confirm that:

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

ii. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent to
give a true and fair view of the state of affairs of the
Company at the end of the year and of the profit and
loss of the Company for that period;

iii. they have taken proper and sufficient care
towards the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

iv. they have prepared the annual accounts on a going
concern basis.

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

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

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable secretarial
standards issued by the Institute of Company Secretaries
of India. For more details, shareholders are advised to
refer to the Secretarial Audit Report annexed to this
report as Annexure - 3.

36. COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

The Company is compliant with the applicable
provisions of the Maternity Benefit Act, 1961 and has
policies, systems and processes in place to ensure
ongoing compliance.

37. LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE Limited and the
National Stock Exchange of India Limited.

38. INVESTOR EDUCATION AND PROTECTION
FUND (“IEPF”)

During the financial year, the provisions of Sections 124
and 125 of the Act, read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”) are not
applicable to the Company.

As the Company was listed on the stock exchanges in the
year 2024 and declared dividend for the first time during
the financial year 2024-25, the statutory requirements
relating to transfer of unpaid or unclaimed dividend to
the IEPF are not applicable. Consequently, there was no
requirement during the year to:

• Transfer any unpaid or unclaimed dividend amount
to the IEPF.

• Transfer the underlying shares to the demat account
of the IEPF Authority.

The Company remains committed to regulatory
compliance and has been circulating reminders to
shareholders to claim their outstanding dividend
amounts, if any, to ensure proper corporate governance.

39. REVISION OF FINANCIAL STATEMENT OR THE
REPORT

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

40. FAILURE TO IMPLEMENT ANY CORPORATE
ACTION

There were no instances during the financial year 2025¬
26 where the Company has failed to implement any
corporate action.

41. BUSINESS RESPONSIBILITY AND
SUSTAINABILTY REPORT (“BRSR”)

In accordance with Regulation 34(2)(f) of the Listing
Regulations, the BRSR forms part of this Annual Report.
The report describes initiatives undertaken by the
Company from an environmental, social and governance
perspective. Further, SEBI vide its circular no. SEBI/HO/
CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023,
updated the format of BRSR to incorporate BRSR core,
a subset of BRSR, indicating specific Key Performance
Indicators (“KPIs”) under nine Environmental, Social,
and Governance (“ESG”) attributes, which are subject
to mandatory reasonable assurance by an independent
assurance provider. In accordance with this requirement,
the Company has appointed TUV SUD South Asia
Private Limited as the assurance provider.

Demonstrating our continued commitment to
responsible and sustainable business practices, the
Company has complied with the BRSR requirements
during the financial year 2024-25. The BRSR prepared in
accordance with the format prescribed by Securities and
Exchange Board of India, outlines the Company's ESG
initiatives and performance for the year under review.

The BRSR forms an integral part of this Annual Report
and is presented as a separate section. It is also made
available on the Company's Investor Relations website
and can be accessed at:https://ir.indegene.com/en/
investor-relations/. This proactive disclosure reflects
Indegene's dedication to transparency, stakeholder
engagement, and sustainability-led growth.

42. DIFFERENCE IN VALUATION:

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

43. APPRECIATIONS / ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and
gratitude for the continued support and co-operation
extended by the Members, customers, supply chain
partners, suppliers, business associates, bankers,
financial institutions, regulators, stock exchanges and
various Central and State Government authorities.

The Board expresses its earnest gratitude to Statutory
Auditors, Secretarial Auditor, Internal Auditors and other
service providers for their continued support and the
professional services rendered to the Company.

The Board places on record its deep appreciation for the
dedication, commitment and significant contributions
made by the employees of the Company and its
subsidiaries. Their professionalism and sustained efforts
have been instrumental in enabling the Company to
maintain its growth trajectory and strengthen its position
as a leading player in the IT services industry.

By order of the Board of Directors
For Indegene Limited

Sd/-

Manish Gupta

DIN:00219273
Chairman of the Board, Executive Director and
Chief Executive Officer