The Board takes pleasure in presenting the 42^nd Annual Report
of the Company along with the Audited Financial Statements
and other reports for the year ended 31^st March, 2025.

COMPANY OVERVIEW

NATCO has two business segments, Pharmaceuticals and
Agrochemicals. Pharmaceuticals constitute a major portion
of the revenue, where export formulations contribute a major
portion of the pharmaceutical’s revenue followed by API.
Export formulations business focuses on high entry barrier
and complex products and comprises of customers in US,
Canada, Brazil, Asia-Pacific and other countries. API business
is backward integrated making the business strategic in

nature by serving its captive requirements. Capabilities in APIs
include complex multi-step synthesis & scale-up, advanced
synthetic/ separation technologies, containment facility for
handling high potency APIs, synthesis of peptide (solid phase
pharmaceuticals, oligo nucleotide pharmaceuticals etc., and
a well-established process safety engineering lab. Our R&D
capabilities are demonstrated by complex and niche product
filings in formulations and API segments. Agrochemicals
business segment is carried under Crop Health Sciences
division of the Company. It has successfully launched broad-
spectrum insecticide Chlorantraniliprole (CTPR) and its
combination products in India across key agrarian states. It
is focused on establishing a product portfolio through crop
phenology analysis and also explore export opportunities.

The total dividend pay-out amounted to H 1075 million resulting
in a pay-out of 5.81 % of the standalone profit after tax of the
Company. The three Interim Dividends have been paid to all
eligible shareholders. Accordingly, your Directors recommend
that the above three interim dividends be treated as the final
dividend of the Company for the Financial Year 2024-25. The
Dividend Distribution Policy is available on the website of the
Company at https://admin.natcopharma.co.in/wp-content/
uploads/2025/05/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to the general
reserve for the financial year ended 31^st March, 2025.

SHARE CAPITAL

The issued and subscribed share capital of the Company
as on 31^st March, 2025, stood at H 358 million divided into
17,91,09,870 equity shares of H 2/- each as against H 358
million divided into 17,91,09,870 equity shares of H 2/- each as
on 31^st March, 2024.

During the year under review, there is no change in the Share
Capital of the Company.

DEPOSITS

During Financial Year 2024-25, the Company did not accept
any deposit within the meaning of Sections 73 and 74 of the
Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 and therefore no
amount of principal or interest was outstanding, as on the date
of balance sheet.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature
of business of the Company or any of its Subsidiaries.

SUBSIDIARIES

The Company has eleven (11) international subsidiaries
including (2) step-down subsidiaries as on 31^st March, 2025.
The consolidated financial statement of the Company and all its
subsidiaries prepared under Indian Accounting Standards (Ind
AS) specified under Section 133 of the Companies Act, 2013
form part of the annual report.

The Company has not acquired any other Subsidiary
Company nor any of the existing Subsidiary Company(s) are
ceased to become Subsidiary of the Company during the
Financial Year 2024-25.

However, the Board of Directors of the Company at their
meeting held on 23^rd July, 2025 approved the following:

1. Incorporation of a wholly owned subsidiary under the
name NATCO Pharma South Africa Proprietary Limited
in South Africa.

2. Liquidation of wholly owned subsidiary Time Cap Overseas
Limited, Mauritius and directly hold the investment in
NatcoFarma Do Brasil Ltda.

Further, a Statement containing the salient features of the
Financial Statements of the Subsidiaries in the prescribed Form
AOC-1, is attached as “Annexure - I” to this Board’s Report.

This Statement also provides the details of the performance
and financial position of each Subsidiary.

In accordance with Section 136 of the Companies Act, 2013,
the Audited Financial Statements and related information
of the Subsidiaries, where applicable, will be available for
inspection during regular business hours i.e., from 9:00 a.m.
to 5:30 p.m. at the Company’s registered office in Hyderabad,
Telangana, India.

MATERIAL SUBSIDIARIES

As per Regulation 16(c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), a “material subsidiary” to mean a subsidiary,
whose turnover or net worth exceeds ten percent of the
consolidated turnover or net worth respectively, of the listed
entity and its subsidiaries in the immediately preceding
accounting year. None of the Subsidiary Companies are
material subsidiary to the Company based on the turnover or
net worth as on March 31,2025.

In addition to the above, Regulation 24 of the Listing Regulations
requires that at least one Independent Director on the Board
of Directors of the listed entity shall be a Director on the
Board of Directors of an unlisted material subsidiary, whether
incorporated in India or not. For the purpose of this Regulation,
material subsidiary means a subsidiary, whose turnover or net
worth exceeds twenty percent of the consolidated turnover or
net worth respectively, of the listed entity and its subsidiaries
in the immediately preceding accounting year. Accordingly, the
said provision of the appointment of an Independent Director of
the Company in the Board of the material subsidiary Company
is not applicable, since, the prescribed limits are not exceeded
by the Company.

The other requirements of Regulation 24 of the Listing
Regulations with regard to Corporate Governance requirements
for Subsidiary Companies have been complied with.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Company provides investments, loans and guarantees
to its subsidiaries /other Companies for its business purpose.
Details of investments, loans and guarantees covered under
Section 186 of the Companies Act, 2013, form part of the notes
to the financial statements provided in this Annual Report.

CORPORATE GOVERNANCE AND ADDITIONAL
SHAREHOLDERS INFORMATION

Pursuant to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), a
detailed report on the Corporate Governance systems and
practices of the Company is given under Corporate Governance
Report which is part of this Annual Report.

A certificate from CS D. Renuka, Company Secretary
in Practice (C.P. No. 3460) on the compliance with the
conditions of Corporate Governance is part of the Corporate
Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A detailed report on the Management Discussion and Analysis
is provided as a separate chapter in this Annual Report.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act,
2013, Sri Rajeev Nannapaneni (DIN: 00183872) Director is
liable to retire by rotation and being eligible offers himself
for reappointment at the ensuing Annual General Meeting
of the Company.

During the year under review, there is change in the composition
of the Board of Directors of the Company, given below are the
changes taken place:

1. Board of Directors of the Company at their meeting held
on February 14, 2024, based on the recommendations
of Nomination and Remuneration Committee have
recommended the appointment of Sri A.D.M. Chavali
(DIN: 00374673) and Sri D. Vijaya Bhaskar (DIN:07158951)
as Independent Directors of the Company for a period of 5
(five) years i.e., from April 1,2024 till March 31, 2029 and
the same was approved by the members of the Company
through Postal Ballot on March 26, 2024.

2. Board of Directors of the Company at their meeting held
on August 12, 2024, based on the recommendations of
Nomination and Remuneration Committee approved the
appointment of Sri Lakshminarayana B. (DIN: 02766709),

Dr. Kantipudi Suma (DIN: 02734369) and Sri Nitin Jain
(DIN: 00136245) as Additional Directors (Non-Executive
Independent Directors) of the Company for a period of 5 (five)
years i.e., from August 12, 2024 till August 11,2029 and the
same was approved by the members of the Company at the
Annual General Meeting held on September 30, 2024.

3. Further, Dr. M.U.R. Naidu, Independent Director of
the Company vacated the office upon his demise
on July 30, 2024.

4. Dr. T.V. Rao (DIN: 05273533) and Dr. Leela Digumarti
(DIN: 06980440), Independent Directors of the Company
completed their 2^nd term of five years with effect from
August 24, 2024 and September 21,2024 respectively.

5. Dr. Pavan Ganapati Bhat, (DIN: 09691260), Director &
Executive Vice President (Technical Operations) of the
Company has resigned with effect from the close of the
business hours on February 12, 2025.

BOARD EVALUATION

A formal annual evaluation has been made by the Board of its
own performance, Chairman of the Board, its Committee(s)
and individual Director(s). The performance evaluation has
been done by the entire Board of Directors, excluding the
Director being evaluated. Various evaluation techniques
are used to assess the performance of the Directors. The
Directors have participated in this evaluation process. The
Independent Directors in their separate meeting have also
evaluated the performance of the Chairman of the Company,
Non-Independent Directors and the Board as a whole.

APPOINTMENT OF DIRECTOR(S), KM PS AND
REMUNERATION POLICY

The assessment and appointment of members to the Board
is based on a combination of criterion that includes ethics,
personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position.
The Independent Board member is also assessed on the
basis of independence criteria defined in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).

In accordance with Section 178(3) of the Companies Act, 2013
and on recommendations of Nomination and Remuneration
Committee, the Board adopted a remuneration policy for
Directors, Key Managerial Personnel (KMPs) and Senior
Management which is available on the website of the Company.
https://admin.natcopharma.co.in/wp-content/uploads/
2025/05/Remuneration-Policy.pdf

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted
requisite declarations confirming that they continue to meet the
criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”). The Independent Directors have
also confirmed that they have complied with the Company’s
Code of Conduct.

LEAD INDEPENDENT DIRECTOR

The Board of Directors of the Company has appointed
Sri D. Vijaya Bhaskar (DIN:07158951), Chairperson of
Independent Directors meeting as lead independent director to
ensure robust independent leadership of the Board.

The role of lead independent director is to provide leadership to
the Independent Directors, liaises on behalf of the Independent
Directors and ensures the Board’s effectiveness in maintaining
high-quality governance of the organization and effective
functioning of the Board.

REGISTRATION OF INDEPENDENT DIRECTORS
IN INDEPENDENT DIRECTOR’S DATABANK

All the Independent Directors of the Company have been
registered and are members of Independent Directors Databank
maintained by Indian Institute of Corporate Affairs.

CONFIRMATION FROM THE BOARD

All the Independent Directors of the Company have given
their respective declaration/disclosure(s) under Section
149(7) of the Act and Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and have confirmed that they fulfil the
independence criteria as specified under Section 149(6) of
the Act and Regulation 16 of the Listing Regulations and have
also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgment and without any external
influence. Further, the Board after taking these declaration/
disclosure(s) on record and acknowledging the veracity of the
same, concluded that the Independent Directors are persons
of integrity and possess the relevant expertise and experience
to qualify as Independent Directors of the Company and are
Independent of the Management.

OPINION OF THE BOARD

The Board opines that all the Independent Directors of the
Company strictly adhere to corporate integrity, possesses
requisite expertise, experience and qualifications to discharge

the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 diligently.

NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES AND OTHER COMMITTEES

The Board currently has nine (9) Committees, namely, Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Compensation
Committee, Corporate Social Responsibility Committee,
Risk Management Committee, Committee Dealing with Land
Property, Buyback Committee and Environmental, Social and
Governance Committee.

A detailed update on the Board, its composition, detailed charter
including terms of reference of various Board Committees,
number of Board and Committee meetings held during the
Financial Year 2024-25 and attendance of the Directors is
provided in the Corporate Governance Report, which forms
part of the Annual report.

All the recommendations made by the Committee(s) of the Board
including the Audit Committee were accepted by the Board.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held
on 12^th February, 2025, inter-alia, to discuss evaluation of the
performance of Non-Independent Directors, the Board as a
whole, evaluation of the performance of the Chairman, taking
into account the views of the Executive and Non- Executive
Directors and the evaluation of the quality, content and
timeliness of flow of information between the management and
the Board that is necessary for the Board to effectively and
reasonably perform its duties.

The Independent Directors expressed satisfaction with the
overall performance of the Directors and the Board as a whole.

BUSINESS RISK MANAGEMENT

The Company has a risk management mechanism in place
to manage uncertainties through identification, analysis,
assessment, implementing and monitoring to reduce the
impact of risks to the business which is discussed in detail
in the Management Discussion and Analysis section of
this Annual Report.

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

No material changes and commitments have occurred after the
close of the financial year till the date of this report which may
affect the financial position of the Company.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The Company has adopted the Business Responsibility and
Sustainability Report (BRSR) in the format specified by SEBI
for Financial Year 2024-25. The BRSR is forming part of
this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate the Internal Financial
Controls commensurate with the business operations of the
Company which are operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness
of the accounting records, and timely preparation of reliable
financial disclosure.

INSURANCE

The Company’s plant, property, equipment and stocks are
adequately insured against all major risks. The Company
also has appropriate liability insurance covers particularly for
product liability and clinical trials. The Company has also taken
Director’s and Officer’s Liability Policy to provide coverage
against the liabilities arising on them.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in
relation to Financial Statements of the Company for the year
ended March 31,2025, the Board of Directors state that:

a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b) The Directors had selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the Financial Year and of the profit and loss of
the Company for that period;

c) The Directors had 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) The Directors had prepared the annual accounts on a
going concern basis;

e) The Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

In accordance with Section 134(3)(h) of the Companies Act,
2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014,
the particulars of contract(s) or arrangement(s) entered into
by the Company with related parties referred to in Section
188(1) in Form AOC-2 is attached as “Annexure - II” to this
Board’s Report.

The details of related party disclosures form part of the notes to
the Financial Statements provided in this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in upholding professional integrity and
ethical behaviour in the conduct of its business. To uphold and
promote these standards, the Company has a Vigil Mechanism
/ Whistle Blower Policy which serves as a mechanism for its
Director(s) and employee(s) to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of
the Code of Conduct without fear of reprisal. The policy also
provides employee(s) access to the Chairperson of the Audit
Committee under certain circumstances. The details of the
procedures are also available on the website of the Company
https://admin.natcopharma.co.in/wp-content/uploads/
2025/05/whistle-blower-policy-1.pdf

A brief note on the Whistle Blower Policy is also provided in
the Report on Corporate Governance, which forms part of
this Annual Report.

INTERNAL COMPLAINTS COMMITTEE

The Company has Internal Complaints Committees in place in
all the units in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. A
brief note on the same is provided in the Report on Corporate
Governance, which forms part of this Annual Report.

AUDITORS

STATUTORY AUDITORS

The members of the Company at their Annual General Meeting
held on September 30, 2024 appointed M/s. B S R and Co
(ICAI FRN: 128510W) as the Statutory Auditors of the Company

to hold the office for a period of five (5) years i.e. from the
conclusion of 41^st Annual General Meeting (AGM) held for the
Financial year 2023-24 till the conclusion of the 46^th AGM to be
held for the Financial Year 2028-29.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, Regulation 24A of SEBI
(LODR) Regulations, 2015 and all other applicable provisions,
if any including any statutory modification or re-enactment
thereof, CS B. Kiran Kumar with Certificate of Practice (CP) No.
15876, Proprietor, M/s. B K & Associates, a Practicing Company
Secretary conducted the Secretarial Audit of the Company for
Financial Year 2024-25.

The Secretarial Audit Report in Form No. MR-3 is attached as
“Annexure - III” to this Board’s Report.

Upon recommendation of the Audit Committee, the Board has
re-appointed CS B. Kiran Kumar (CP No. 15876) Proprietor,
M/s. B K & Associates, a Practicing Company Secretary as
Secretarial Auditor of the Company to hold the office for a
period of five (5) years i.e., from the financial year 2025-26 to
2029-2030, subject to the approval of the shareholders of the
Company at the ensuing Annual General Meeting.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies
(Cost Records and Audit) Rules, 2014, the Company maintains
the Cost Audit records which are required to be maintained.

The Board on the recommendation of the Audit Committee,
re-appointed M/s. S.S. Zanwar & Associates (Firm Registration
No.100283) as Cost Auditors of the Company for Financial year
2025-26. The provisions also require that the remuneration
of the Cost Auditors be ratified by the shareholders and
accordingly the same is put forward to the shareholders for
their ratification in the ensuing Annual General Meeting. The
Cost Audit report for the Financial Year 2024-25 will be filed
with the Central Government within the stipulated timeline and
the relevant Cost Audit report for FY 2023-24 was filed within
the due date to the Central Government.

INTERNAL AUDITORS

The Board based on the recommendations of the Audit
Committee has re-appointed M/s. Grant Thornton Bharat LLP
as Internal Auditors of the Company for FY 2025-26 and the
Internal Auditors will report to the Audit Committee and the
Board of Directors of the Company.

AUDITORS’ QUALIFICATIONS/ RESERVATIONS/
ADVERSE REMARKS/ FRAUDS REPORTED

There are no Auditors’ Qualifications or reservations or adverse
remarks on the Financial Statements of the Company. The
Auditors have not reported any frauds to the Audit Committee as
prescribed under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE COURTS/REGULATORS

During Financial year 2024-25, there were no significant and/or
material orders, passed by any Court or Regulator or Tribunal,
which may impact the going concern status or the Company’s
operations in future.

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The Board formulated a Corporate Social Responsibility (CSR)
Policy which is in full force and operation and is subject to
monitoring by the CSR Committee of Directors from time to time.

The details about the CSR initiatives taken during the Financial
Year 2024-25 are discussed in a separate head “Corporate
Social Responsibility” which forms a part of this Annual Report.

The Annual Report on CSR activities of the Company is
attached as “Annexure - IV” and Impact Assessment report
issued by M/s. Deloitte Touche Tohmatsu India LLP is available
on the website of the Company at https://www.natcopharma.
co.in/investor-relations/annual-reports

TRANSFER OF UNPAID AND UNCLAIMED
DIVIDEND AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies
Act, 2013, the declared dividends which remained unpaid or
unclaimed for a period of seven years, have been transferred
by the Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government pursuant to
Section 125 of the said Act the details of which are disclosed in
the Corporate Governance Report.

CREDIT RATING

The Company’s credit ratings from ICRA on long term
borrowings is “AA” and on short term borrowings is “A1 ”.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act
read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are
attached as “Annexure-V” to this Board’s Report.

The information required under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in an Annexure forming part
of this Report.

In terms of the second proviso to Section 136 of the Act,
the Report and Accounts are being sent to the Members
excluding the aforesaid Annexure. The said annexure is open
for inspection at the Registered Office of the Company and
any member interested in obtaining the same may write to the
Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Conservation, Research and Development,
Technology Absorption and Foreign Exchange Earnings and
Outgo as required under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is attached as “Annexure-VI” to this Board’s Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^st March, 2025 is available on

the Company’s website on https://www.natcopharma.co.in/
investor-relations/annual-reports

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India.

GREEN INITIATIVE

To preserve environment, the Company has undertaken number
of green initiatives which not only reduce burden on environment
but also ensure secured dissemination of information. Such
initiatives include energy saving, water conservation and usage
of electronic mode in internal processes and control, statutory
and other requirement(s).

ACKNOWLEDGEMENTS

The Board wish to place on record their appreciation to
shareholders, Government Authorities, banks, business
partners, medical practitioners and other stakeholders for
the assistance, co-operation and encouragement extended
to the Company. The Board also commend the continuing
commitment and dedication of the employees at all levels,
which has been critical for the Company’s success. The
Board look forward to their continued unstinted support
in future also.

For and on behalf of the Board of Directors
NATCO Pharma Limited

V.C. Nannapaneni Rajeev Nannapaneni

Chairman & Managing Director Vice Chairman & Chief Executive Officer

DIN: 00183315 DIN: 00183872

Place: Hyderabad
Date: August 12, 2025