Indegene Limited — Board/Management Information 2025

Mar 19, 2025

INDGN/SE/2024-25/125

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March 19, 2025

BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai- 400001, India. Mumbai – 400 051, India. Scrip Code: 544172 Trading symbol: INDGN

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Board of Directors of Indegene Limited at its meeting held today, i.e., March 19, 2025, has:

1. Approved investment in Indegene Ireland Limited (Wholly Owned Subsidiary): The Board of Directors have approved investment in equity/preference shares of Indegene Ireland Limited, a wholly-owned subsidiary of the Company, upto an amount of Euro 5.2 million, in one or more tranches.

2. Approved re-appointment of Mr. Madhwesh K, Practicing Company Secretary (Membership No. A21477) as Secretarial Auditor for FY 2024-25.

3. Recommended M/s Madhwesh Prathap and Associates, a firm of Practicing Company Secretaries, (Firm Registration No. P2025KR103400) for appointment as Secretarial Auditor for a term of 5 years from FY 2025-26 to FY 2029-30, subject to approval of shareholders in the ensuing Annual General Meeting.

The details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/ 2023/123 dated July 13, 2023, are provided below as Annexure-1 and Annexure -2.

The meeting of the Board of Directors commenced at 9:30 P.M. IST and concluded at 9:54 P.M. IST. The above information is being made available on the website of the Company https://www.indegene.com/.

This is for your information and records.

Yours Sincerely, For Indegene Limited

Srishti Digitally signed by Srishti Ramesh Ramesh Kaushik Date: 2025.03.19 Kaushik 22:16:16 +05'30' Srishti Ramesh Kaushik Company Secretary and Compliance Officer

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Indegene Limited

Third Floor, Aspen G-4 Block, Manyata Embassy Business Park (SEZ), Outer Ring Road, Nagawara, Bengaluru- 560 045, Karnataka, India

Phone: +91 80 4674 4567, +91 80 4644 7777 www.indegene.com

CIN: U73100KA1998PLC102040

Annexure – 1

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Sr. No.	Particulars	Description
1.	Name of the target entity, details in brief such as size, turnover etc.;	Indegene Ireland Limited is engaged in providing of solutions consisting of analytics, technology and commercial, medical, regulatory and safety services to life science and healthcare organizations as authorized by its constitutional document. The turnover of Indegene Ireland Limited for the financial year ended March 31, 2024 was €596,780.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	Indegene Ireland Limited, being a wholly owned subsidiary is a related party of the Company. The transaction falls within the ambit of related party transactions and is at arms’ length. Except to the extent of shares held by the Company in Indegene Ireland Limited, the promoter/ promoter group/ group companies have no interest in Indegene Ireland Limited. The same is done at “arm’s length”
3.	Industry to which the entity being acquired belongs	Healthcare
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	This investment in Indegene Ireland Limited is to support the Subsidiary with capex requirement intended to expand its business, the details of which shall be communicated to the Exchanges on due course.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	NA
6.	Indicative time period for completion of the acquisition	On or before April 30, 2026
7.	Consideration - whether cash consideration or share swap or any other form and details of the same	Cash
8.	Cost of acquisition or the price at which the shares are acquired	Indegene Limited to subscribe to 708 fully paid Shares (“Subscribed Shares”) of Indegene Ireland Limited at a price of €1 per share face value and €4,375 per share as share premium aggregating to €3,098,208 ((Euro three million ninety-eight thousand two hundred and eight) (“Share Application Money”) clear of all Encumbrances on the Closing Date.
9.	Percentage of shareholding/ control acquired and/or number of shares acquired	There will be no change in the percentage of shareholding of the Company in Indegene Ireland Limited. It will continue to remain a wholly owned subsidiary of the Company.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years	Indegene Ireland Limited was incorporated as a private Company, limited by shares under the Companies Act 2014 and received its certificate for commencement of business on 14th June 2019. The address of its registered office is situated

	turnover, country in which the acquired entity has presence and any other significant information (in brief)	at Block A, Heritage Business Park, Mahon Industrial Estate, Blackrock, Cork, Ireland. Indegene Ireland Limited is engaged in providing of solutions consisting of analytics, technology and commercial, medical, regulatory and safety services to life science and healthcare organizations as authorized by its constitutional documents. Indegene Ireland Limited was a subsidiary of ILSL Holdings, Inc. (a wholly owned subsidiary of the Indegene Limited) till 30 June 2023, post which, it was 100% acquired by Indegene Limited, by entering into a definitive agreement. The turnover of Indegene Ireland Limited for last 3 years is given below: March-2022: €322,452 March-2023: €477,388 March-2024: €596,780

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Annexure – 2

Sl. No	Particulars	Details
1	Reason for Change viz. appointment, re-appointment, resignation, removal, death or otherwise;	Mr. Madhwesh K has been re-appointed as Secretarial Auditor for FY 2024-25. The Board has further recommended M/s Madhwesh Prathap and Associates as Secretarial Auditor for a term of 5 years from FY2025-26 to FY2029-30, subject to approval of shareholders.
2	Date of appointment/re- appointment/cessation (as applicable) & term of appointment/re-appointment	Mr. Madhwesh K has been re-appointed by the Board on March 19, 2025 for conducting Secretarial Audit for FY 2024-25. M/s Madhwesh Prathap and Associates has been recommended by the Board for conducting Secretarial Audit from FY2025-26 to FY2029-30, subject to approval of shareholders.
3	Brief profile (in case of appointment)	Mr. Madhwesh K is an Associate Member of the Institute of Company Secretaries of India and has more than 15 years of industry experience in the areas of corporate laws, securities laws and foreign exchange laws. He has been engaged in secretarial audits of listed companies and some of the large companies in the manufacturing sector. M/s Madhwesh Prathap and Associates, was constituted as partnership firm on 20-01-2025 and the said firm obtained registration from Institute of Company Secretaries of India on 24- 01-2025 (Registration No. P2025KR103400). The registered office of the Firm is located at 1st floor, 10th Cross Rd, Remco BHEL Layout, Ideal Homes Township, Rajarajeshwari Nagar, Bangalore, Pin - 560098. Mr. Madhwesh K and Mr. Prathap C P, Partners of M/s Madhwesh Prathap and Associates, are practicing company secretaries (PCS) with over 15 years of experience in the areas of corporate laws, securities laws and foreign exchange laws. The said PCS have been engaged in secretarial audits of listed companies and some of the large companies in the manufacturing sector.
4	Disclosure of relationships between directors (in case of Appointment of a director)	Not Applicable