Your Directors take immense pleasure in presenting the 30th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March, 2025.

(Rs. In lacs)

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Briefly, during the year under report, the Company's consolidated total income increased to 1,75,895.92 lacs from 1,43,454.44 lacs in the previous year, registering a growth of 22.61%. EBIDTA improved to 54,196.75 lacs as from 41,648.76 lacs in the previous year which translates into a rise of 30.13%. Profit After Tax (PAT)is

33,855.72 lacs as against 25,825.97 lacs in the previous year which translates into a rise of 31.09%.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report which forms part of the Directors' Report.

During the year under review, there was no change in the authorized share capital of the Company. As on March 31, 2025, the Authorised Share Capital of the Company stood at 60,00,00,000/- divided into 12,00,00,000 equity shares of 5/-each.

During the year under report, the paid-up share capital of your Company has been increased by 2,67,71,490' due to the allotment of 53,19,148 equity shares of 5 each under the

Qualified Institutional Placement (QIP) and 35,150 equity shares of 5 each under the Employee Stock Options Scheme, 2020 on exercise of stock options by the eligible employees.

The Company has not issue shares with differential voting rights and sweat equity shares during the year under review.

The Company raised 99,999.98 Lakhs by an issue of equity shares through a Qualified Institutions Placement (QIP) in August,

2024. The proceeds from the QIP have been earmarked for the "Funding capital expenditure to be incurred by Company for setting up of manufacturing facilities ("Project")", Pursuing inorganic initiatives and for General corporate purposes. The QIP proceeds have bolstered an already strong capital structure even further, significantly enhanced the Company's financial flexibility and accelerated the Company's ambitious growth plans.

As on March 31, 2025, an amount of 12,205.72 Lakhs had been utilized towards the identified objectives, while the balance

87794.26 Lakhs remained unutilized. In compliance with Regulation 32 of the SEBI Listing Regulations and considering the inclusion of a fresh issue component, the Company appointed CRISIL Ratings Limited as the Monitoring Agency to monitor the utilization of QIP proceeds.

The Monitoring Agency, in its report, confirmed that the Company utilized the proceeds in accordance with the objects stated in the Offer Document and that there was no material deviation or variation in terms of the stated objectives.

The Board believes that this extension is in the best interest of the Company, as it enables the optimal and timely deployment of funds in line with changing operational requirements, while ensuring continued compliance with the provisions of the Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

During the year under review, there has been no material change in the existing ESOP Plans of the Company and the same have been implemented in compliance with relevant/ applicable ESOP Regulations/ Guidelines.

The Company has framed ESOP Scheme 2020 for the benefit of its employees under which it has issued 35,150 equity shares respectively. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company, in accordance with the SEBI (Share Based Employee Benefits & Sweat

Equity Shares) Regulations, 2021.

In accordance with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the disclosure for the ESOP Scheme(s), as on the date of this Report is as under:

In keeping with the Company's tradition of rewarding the Shareholders, your directors are pleased to recommend a dividend of 3.50/- (@70%) per equity share of the face value of 5/- each for the financial year ended on 31 st March, 2025. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The dividend would be payable to all Shareholders whose names appear in the Register of Members and in respect of shares held in dematerialized form, to the members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited on book of closure date.

The aforesaid dividend paid for year under review is in accordance with the Company's policy on Dividend Distribution which is linked to long-term growth objectives of your Company to be met by internal cash accruals. The Dividend Distribution Policy of the Company can be viewed on the Company's website at https://www.polymedicure. com/wp content/uploads/2020/09/Dividend-Distribution-Policy.pdf

The Board of Directors has proposed to transfer 2,500.00 lacs to

General Reserves out of the profit available for appropriation.

The subsidiary companies performed as follows:

• Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of 1,350.95 lacs lacs for the year ending 31st March, 2025 against 1,502.11 lacs in the previous year.

• Poly Medicure B.V., Amsterdam, Netherlands - During the year under review the Company has not done any business operations.

• Plan1 Health s.r.l., Italy, a step-down Subsidiary The wholly owned subsidiary Company has achieved a turnover of

7,393.41 lacs for the year ending 31st December, 2024 against

6,486.96 lacs in the previous year.

• Plan1 Health India Pvt. Ltd., India During the year under review the Company has not done any business operations.

• Poly Health Medical Inc.,(USA) - a step-down Subsidiary – The wholly owned subsidiary Company has achieved a turnover of 88.45 lacs for the year ending 31st March, 2025 against

14.06 lacs in the previous year.

• POLYHEALTH LTD in England and Wales - During the year, the Company has incorporated a wholly owned Step down subsidiary, "POLYHEALTH LTD" in England and Wales on 04th February, 2025.

The Company has one Associate in Egypt, viz. and one in India. Ultra for Medical Products Company (ULTRA MED), Egypt – The Associate has achieved sales of 11,649.62 lacs during the year ending 31st December 2024, as compared to 8,126.38 lacs in the previous year.

AMPIN C&I Power Two Private Limited. - A joint venture agreement has been entered amongst, Poly Medicure Limited and AMPIN C&I Power Private Limited, Under JV Agreement through which 26% of shareholding owned by Poly Medicure Limited and 74% owned by AMPIN C&I Power Private Limited. for the purpose of setting up a Solar Power Project, which will be set up to supply power to the company as a captive generating plant for companies manufacturing facility, in Haryana, India.

Audited financial statements of the subsidiaries of the Company are available on the website of the Company. The shareholders, who wish to receive a copy of Annual Accounts of the Subsidiary Companies, may request the Company Secretary for the same. Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in prescribed Form AOC-1 is given in the Consolidated Financial Statements of Company and forms part of this Annual Report

During the Year under review, the Company has transferred 2,39,608 lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules,

2001. The said amount represents the dividend for the financial year 2016-17 which remained unclaimed by the shareholders of the Company for a period of seven years from due date of payment.

Mr. Jugal Kishore Baid (DIN: 00077347), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the

Companies (Appointment and Qualification of Directors) Rules,

2014 and being eligible offers himself for re-appointment. An appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

The Members of the Company at the 25th Annual General Meeting held on 29th September, 2020 had appointed Mr. Amit Khosla (DIN: 00203571) and Ms. Sonal Mattoo (DIN:00106795) as Independent Directors of the Company for a term of five (5) consecutive years commencing from 25th AGM and expiring on 30th AGM.

Based on the recommendations made by the NRC as above, the Board of Directors, at its meeting held on 08th August, 2025, has unanimously decided to re-appoint Mr. Amit Khosla (DIN : 00203571) and Ms. Sonal Mattoo (DIN : 00106795) as Independent Directors of the Company for a further term not exceeding five (5) consecutive years with effect from conclusion of this Annual General Meeting to the Conclusion of 35th Annual General Meeting of the company. An appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Mr. Jugal Kishore Baid, Mr. Amit Khosla and

Ms. Sonal Mattoo and other related information is detailed in the Notice convening the 30th AGM of your Company. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

II. Completion of Tenure

Dr. Shailendra Raj Mehta (DIN: 02132246) and Dr. Sandeep Bhargava (DIN : 07736003) ceased as a Director of the Company upon completion of his tenure as Independent Director of the Company on September 26, 2024. The Board of Directors placed on record their appreciation for the services rendered by them during their tenure and for his unwavering commitment to the Company.

III. Cessation due to demise

Sh. Prakash Chand Surana ( DIN: 00361485) ceased as a Independent Director of the Company due to his sad demise on July 17, 2024. The Board of Directors placed on record their condolences for the irrecoverable loss due to such sudden demise and also appreciation for the services rendered by him during his tenure and for his unwavering commitment to the Company.

During the year Mr. Vimal Bhandari was appointed as and independent director of the Company with effect from 22 July, 2024 and his appointment approved by the member in the 29th Annual General Meeting held on 26 Sep, 2024

Mr. Vishal Gupta was also appointed as independent director of the company with effect from 28 Oct, 2024 and his appointment approved by the member in Extra Ordinary General Meeting through postal Ballot held on 25 Jan, 2025

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are Shri Himanshu Baid, Managing Director, Shri Rishi Baid, Joint Managing

Director, Shri Naresh Vijayvergiya, Chief Financial Officer, Shri

Avinash Chandra, Company Secretary and Shri Ravi Prakash, Deputy

Company Secretary. And during the Financial Year 2024-25 there has been no change in the Key Managerial Persons of the Company.

(5)

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2025, and the date of the report.

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The composition of Audit Committee has been detailed in the Corporate Governance Report, forms an integral part of this Annual Report. All recommendations made by the Audit Committee have been accepted by the Board of Directors.

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of

Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its committees and of the Directors.

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge hereby state and confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures. b) the directors 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 for the financial year ended March 31, 2025, and of the profit of the company for that period. c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors have prepared the annual accounts for the financial year 2024-2025 on a going concern basis. e) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operate effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

As required under the regulation 34 (2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement is part of the Annual Report 2024 - 2025.

Further, the Consolidated Financial Statements of the Company for the financial year 2024 - 2025 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Companies Act, 2013, adopted by the Board are covered in Corporate Governance Report as Annexure 1, which forms part of this Report.

Further, the policy also indicates the manner of performance evaluation of Independent Directors, Board committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors.

In terms of Section 93(3) of the Companies Act, 2013, as amended the Annual Return of the Company is placed on the website of the Company www.polymedicure.com on the following link https:// www.polymedicure.com/wp-content/uploads/2025/09/MGT-7_2025.pdf

At the 29th Annual General Meeting held on September 26, 2024 M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the34 th Annual General Meeting of the Company to be held in the year 2024.

Your Company has received a certificate from M/s. Doogar

& Associates, Chartered Accountants (Firm Registration No.

000561N) confirming their eligibility to continue as the Auditors of thethe Company in terms of the provisions of the Act and the Rules framed thereunder and a copy of the certificate issued by the Peer

Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any comments. The Auditors' Report does not contain any qualifications, reservations, or adverse remarks.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them under sub-section(12) of Section 143 of the Act.

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year ended March 31, 2025.

The Board of Directors on basis the recommendation of the Audit Committee re-appointed M/s. Jai Prakash & Co., Cost Accountants as Cost Auditor for the financial year 2025-26. M/s. Jai Prakash

& Co., Cost Accountants have been re-appointed as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2025-26 and approval of the members is being sought for ratification of their remuneration.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company appointed M/s. P.K. Mishra & Associates, Company Secretaries ("Secretarial Auditors") to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2025.

The Secretarial Audit Report for the Financial Year ended March 31,

2025, is attached herewith as Annexure - 2 and forms an integral part of this Annual Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

Further, pursuant to the provisions of the Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the recommendation of the Audit Committee, the Board of Directors of your Company appointed M/s. P.K. Mishra & Associates, Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 2025-26 to FY 2029-30, subject to the approval of Members in ensuing Annual General Meeting.

M/s. P.K. Mishra & Associates, Company Secretaries have provided their consent to be appointed as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of

India (ICSI) and hold a valid certificate issued by the Peer Review

Board of the ICSI.

The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s. P.K. Mishra & Associates, Company Secretaries as Secretarial Auditors of the Company is being placed in the Notice of 30th Annual General Meeting.

A detailed Business Responsibility & Sustainability Report (BRSR) has been prepared. As a green initiative the BRSR is placed on website of your Company and can be accessed at the website of the Company www.polymedicure.com on the following link https:// www.polymedicure.com/wp-content/uploads/2025/09/BRSR-

FY-24-25-2.pdf

The Particulars of Loans, Investments and guarantees made/given by the Company, under Section 186 of the Companies Act, 2013, are furnished in Annexure - 3 and forms part of the Report.

During the year, the company has not borrowed an unsecured loan from any of the Director of the Company

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC - 2 in Annexure - 4 and form part of this Report. The Related Party Transaction Policy can be accessed at the website of the Company https://www.polymedicure.com/wp-content/uploads/2023/02/policy-on-dealing-with-related-party-transactions.pdf

The details of Related Party Transaction is available under Note No. 39 of the Standalone Financial Statement for the year.

Your Company has not accepted/or invited any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and Section 73 or 76 of the Companies Act, 2013.

As per the Companies Act, 2013, all companies having a net worth of 500 Crore or more, or a turnover of 1,000 Crore or more or a net profit of 5 Crore or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such Companies are required to spend at least 2% of the average net profits of their immediately preceding three financial years on CSR related activities. Accordingly, the

Company was required to spend 488.90 lacs towards CSR activities. The Company overall spends 536.73 lacs for activities specified in schedule VII of the Companies Act, 2013. Excess CSR spent 47.83 lacs during the financial year 2024-25. Earlier during the last financial year 2023-24 Excess CSR spent 180.66 lacs. Now

. the total Excess amount expended is 228.49 to be carried forward for 2025-26 Details of CSR policy and the initiatives adopted by the Company on CSR during the year are available on the website of the Company at https://www.polymedicure.com//wp-content/ uploads/2019/07/CSR_Policy_2015.pdf

The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure 5 to this Report in the prescribed format.

Your Company has a Whistle Blower Mechanism in place as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has a "Policy on Whistle Blower and Vigil Mechanism" to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Whistle blower policy is displayed on the Company's Website viz, https://www.polymedicure.com/wp-content/uploads/2023/02/ vigil-mechanism-and-whistle-blower-policy.pdf

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act").

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) as specified under the POSH Act. Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of the POSH Act.

The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) in place in line with the requirements of the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

During the year under review, no complaints were received by the Committee for Redressal.

The Company has complied with the provisions of the Maternity

Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc.

Audit Committee of the Board reviews reports submitted by the independent internal auditors and monitors follow-up and corrective actions.

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure-6.

Particulars of Employees and Related Disclosures in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating 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 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may send their email to cs@polymedicure.com.

We prioritize quality control, implementing stringent procedures for raw materials and finished goods. Our quality assurance team monitors production stages and conducts finished product inspections to ensure compliance with current Good Manufacturing Practices (GMP). Our facilities undergo routine internal and external quality audits, adhering to international standards. We hold various certifications, including ISO 9001:2015 and EN ISO 13485:2016, demonstrating our commitment to quality management. Our manufacturing process involves sourcing and testing raw materials, molding or tubing through extruders, component assembly, sample testing, sterilization, and quality checks. With facilities in India, China, Italy, and Egypt accredited with international quality certifications, we believe our manufacturing capabilities enable us to supply quality products globally, giving us a competitive advantage in both Indian and international markets.

Human resources plays a very significant role in any business operations and growth of a Company. We always reinforce our commitment to employees experience, engagement and capability development. We focuses on integrated development through structured induction, learning platforms, leadership development and wellness programmes, ensuring continuous engagement across all levels.

Trainings are provided to enhance technical and behavioural skills. Other employee engagement programs include publication of our quarterly magazine "Seekh", highlighting development and training activities, and sponsoring fitness initiatives.

ofWe provides the routine Annual preventive health check-ups of the employees and health insurance policies for the employees and their family members. Also Family picnic and other engagement . programmes are introduced for the employees to provide them a atmosphere of coordination and social interaction and management.

Our employees are not unionized and our operations have not been interrupted by any work stoppage, strike, demonstration or other labour or industrial disturbance. We have not experienced any industrial disputes.

CRISIL continues to accord the Company with the ratings on the bank facilities of the Company as under:

Our company acknowledges that risk is inherent in business and is committed to proactive and efficient risk management. regularly assess internal and external risk elements, incorporating risk treatment plans into our strategy, business, and operational plans. Our Risk Management Policy aims to mitigate the impact and likelihood of risks within the risk appetite agreed upon with the Board of Directors.

The Company has a Risk Management Committee to identify elements of risk in different areas of operations; the details of the Risk Management Committee are given in the Corporate Governance Report.

Our business performance and growth are closely tied to the health of the Indian economy, which is susceptible to various factors such as global economic uncertainties, domestic policy and political environment, volatility in interest rates and currency exchange rates, and rising inflation rates. These factors can impact the availability of funds, interest rates, and liquidity, ultimately affecting our business confidence and results of operations. External factors, such as slowdowns or recessions in major economies, trade deficits, and sovereign debt rating downgrades, can also influence the Indian economy and our business. Any downturn in the macroeconomic environment in India could adversely affect our business, financial condition, and results of operation, making it challenging to predict and navigate the impact of fundamental economic changes on our business.

A key part of our strategy is to pursue growth opportunities and expand our global presence, increasing our market share outside

India. We've established a representative office in the UK

USA. However, our international operations come with risks and uncertainties, including geopolitical and economic instability, foreign currency exchange and interest rate fluctuations, competitive product offerings, local preferences and requirements, workforce instability, weaker intellectual property protection, and longer accounts receivable cycles. These risks may impact our ability to implement our growth strategy, affecting sales growth, market share, and operating profits from international operations.

Our international operations are subject to diverse and evolving medical device regulations in each country where our products are marketed and sold. Most countries require product approvals to be renewed or recertified regularly, and failure to comply may result in product recalls or seizures. The complexity and dynamism of these regulations may lead to uncertainty, increased costs, and delays in obtaining approvals, ultimately impacting our sales, market share, and operating profits from international operations.

As an export-oriented company, we're exposed to foreign currency fluctuations that may impact our sales to international distributors and operations. We can only revise prices periodically and may not be able to pass on all losses to our distributors. To manage this risk, we utilize natural hedging through imports, forward exchange contracts, and internal policies like our Foreign Exchange Risk Management Policy. However, these measures may not fully mitigate potential losses from currency fluctuations.

Our Company operates in such an industry which heightens the chances of new players entering the industry. There are also various current players in the market. These players operate at a competitive Weprice which further undermines the market position of the existing players in the industry. We focus on Strengthening our product quality with our strong R&D team and also keeps in mind the cost factor, so that we can provide a quality product on competitive prices in the Market. We also expand our presence in domestic as well as International Market such that it can maintain its strong position in the industry. Further, to realise its strong growth and expansion potentials, it continuously invests in high-quality standards, as well as maintains strong performance.

The Company needs to retain its skilled professionals who can help the Company to surpass the challenges and attain a sustainable growth. We implements effective strategies to retain qualified professionals. It provides competitive benefits, training programmes and a positive and engaging working environment. Additionally, the cohesive work culture and transparency within the Company support the retention of its skilled workforce.

Post Covid the shortage of skilled and unskilled manpower which increased drastically in Metro cities due to various factors that contributes to the availability of manpower for production and operations. To deal with such situation is a major challenge for all the production Companies due to unstable supply of such

Man powers. The Company is continuously finding the possible alternatives and solutions to deal with such kinds of risks in present and as well as in future.

Public listed companies are required under the SEBI Listing Regulations to prepare and circulate to their shareholders audited andannual accounts which comply with the disclosure requirements and regulations governing their manner of presentation and which include sections relating to corporate governance, Our Company is in compliance with the corporate governance requirements prescribed under the SEBI Listing Regulations and Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof.

All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct as applicable to them for the year ending on 31st March, 2025 as per Regulation 26(3) of SEBI (LODR) Regulations, 2015. A declaration to this effect as signed by in the Managing Director is annexed with this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under the provision of Regulation 34 of the Listing Regulation is provided in "Annexure-7" forming part of Directors' Report.

The Shares of your Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 2025-26 have been paid.

The information pertaining to conservation of energy, technology absorption, 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 are given in "Annexure - 8" and forming an integral part of this Report.

As part of the Green Initiative, we propose to send documents such as Notices of General Meeting(s), Annual Reports and other shareholders communications for the year ended 31st March 2025 in electronic form, to the email addresses provided by you and/or made available to the Company by the Depositories. The copy of annual report shall be available e on the website of the Company and for inspection at the registered office of the Company, during office hours. In case any member wishes to get Annual Report other communication in physical form, he may write to the company and the same will be provided free of cost.

Electronic copies of the Annual Report 2024-25 and Notice of the 30th Annual General Meeting would be sent to all members whose emil addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the same would be sent in the permitted mode.

There are no significant material orders passed by the Regulators

/ Courts which would impact the going concern status of the Company's operations in future.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Neither the Managing Directors nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Neither application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

No settlements have been done with banks or financial institutions.

The Directors take this opportunity to express their deep sense of gratitude to its Central and State Governments and local authorities for their continued co-operation and support.

They also would like to place on record their sincere appreciation for the commitment, hard work and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of the Company including customers, dealers, suppliers, lenders, transporters, advisors, local community, etc. for their continued committed engagement with the Company.

The Directors would also like to thank the Members of the Company for their confidence and trust reposed in the management team of the Company.