The Board of Directors are pleased to present the 32^nd Board’s Report, along with the audited financial statements for the financial
year ended March 31,2025. This report highlights our financial performance, key strategic initiatives, and corporate governance
practices that have guided the Company over the past year. It also includes an overview of the economic environment and
industry trends, giving members a clear view of our current position and future outlook.

1. FINANCIAL HIGHLIGHTS

(Amount in ' Lakhs, except for EPS data)

2. PERFORMANCE REVIEW

On a consolidated basis, the revenue for 2024-25 was ' 16,254.72 Lakhs, lower by 9.35% over the previous year’s revenue
of ' 17,930.62 Lakhs. The profit after tax (PAT) attributable to shareholders for 2024-25 and 2023-24 was ' 655.56 Lakhs
and ' 949.40 Lakhs respectively. The PAT attributable to shareholders for 2024-25 was experiencing a regression of
(30.95%) over the PAT of 2023-24.

On standalone basis, the revenue for 2024-25 was ' 15,146.33 Lakhs, lower by 12.13% over the previous year’s revenue
of ' 17,238.63 Lakhs. The profit after tax (PAT) attributable to shareholders for 2024-25 and 2023-24 was ' 944.75 Lakhs
and ' 1,329.80 Lakhs respectively. The PAT attributable to shareholders for 2024-25 was experiencing a regression of
(28.95%) over the PAT of 2023-24.

3. DIVIDEND

The Directors are pleased to recommend a dividend of
' 1/- per share (i.e. 10%) on the Equity Shares of the
Company of ' 10/- each for the year ended March
31, 2025 (Previous year ' 1/- per share i.e. 10%). If
the dividend, as recommended above, is declared at
the ensuing Annual General Meeting ('AGM'), the total
outflow towards dividend on Equity Shares for the year
would be '135.63 Lakhs (Previous year '127.15 Lakhs).

4. UNCLAIMED DIVIDEND

Regarding unclaimed dividends, as of March 31, 2025,
a negligible ' 15.52 Lakhs remains uncollected in
our Unpaid Dividend Accounts. In an effort to ensure
transparency and facilitate the claim process, we have
published a detailed statement on our website https://
www.medicamen.com/ including names, depository
participant IDs, client IDs, shareholdings, and unclaimed
amounts for affected shareholders.

5. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), the Board of Directors of the
Company have adopted a Dividend Distribution
Policy which aims to maintain a balance between
profit retention and a fair, sustainable and consistent
distribution of profits among its Members. The said
Policy is available on the website of the Company under
the 'Investors' section at https://www.medicamen.
com/public/uploads/file-99.pdf

6. SHARE CAPITAL

6.1 The Particulars of Share Capital of the Company are
as follows:

6.2 Shares allotted during the 2024-25:

a. Public Issue, Rights Issue and Preferential Issue:

No such shares were issued during the 2024-25.

b. Issue of Shares under ESOP

No such shares under ESOP were issued during
the 2024-25.

c. Issue of Shares with differential rights as to
dividend, voting or otherwise:

There were no issue of Equity Shares with
differential rights as to dividend, voting or
otherwise.

d. Issue of Sweat Equity Shares:

There were no issue of Sweat Equity Shares during
the 2024-25.

e. Issue of Bonus Shares:

No Bonus Shares were issued during the 2024-25.

f. Buy-back of Shares:

No shares were bought back during the 2024-25.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As of the end of the financial year under review, the
Company has two subsidiaries: Opal Pharmaceuticals
Pty Ltd and Medicamen Life Sciences Private Limited.
There are no associate companies or joint ventures as
defined under section 2(6) of the Companies Act, 2013.

Medicamen Life Sciences Private Limited

Medicamen Life Sciences Private Limited (MLS)
was incorporated on August 12, 2022, and reported
a turnover of ' 11.09 Crores for the 2024-25. The
Company is primarily focused on the marketing of
pharmaceutical products within the domestic market.

Opal Pharmaceuticals Pty Ltd

The Company acquired Opal Pharmaceuticals Pty
Ltd in September 2019, making it a Wholly Owned
Subsidiary. This acquisition enabled the Company to
enter and gain traction in the Australian market, thereby
expanding its global presence.

A statement in Form AOC-1, as mandated by Section
129(3) of the Companies Act, 2013, which outlines
the salient features of the financial statements of the
subsidiary companies, is included as Annexure-A in
this Annual Report for the current year 2024-25.

During the year, there has been no material change in
the nature of the business of the subsidiaries.

8. FINANCIAL DETAILS OF SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

A report on the performance and financial position
of each subsidiary and associate is outlined in Form
AOC-1, which is attached to the financial statements
pursuant to the first proviso to Section 129(3) of the
Companies Act, 2013 (the 'Act') and Rules 5 and
8(1) of the Companies (Accounts) Rules, 2014. The
Consolidated Financial Statements presented in this
Annual Report include the financial results of the
subsidiaries.

The separate financial statements of the subsidiaries
are available on the website of the Company and can
be accessed under the 'Subsidiary Annual Reports' tab
at https://www.medicamen.com/investor/view/2

9. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There is no change in the nature of the business of the
Company during the year under review.

10. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and date of this report.
There have been no changes in the nature of business
of the Company.

11. EARNINGS PER SHARE (EPS)

The Basic EPS of the Company stood at ' 7.43 at
standalone level and basic EPS at consolidated level
stood at ' 5.16 for the financial year ended March 31,
2025.

12. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose
to transfer any amount to General Reserves. The closing
balance of the retained earnings of your Company for
2024-25, after all appropriations and adjustments, was
' 10,261.16 Lakhs.

13. PUBLIC DEPOSIT

Your Company has not accepted any deposit falling
within the meaning of Section 73 or 74 of the Act during
the year 2024-25 and as such, no amount on account
of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.

14. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the
Act, Regulation 33 of SEBI Listing Regulations and in
accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting
Standards) Rules, 2015, the Company has prepared
the consolidated financial statements of the Company.
The audited consolidated financial statements together
with the Independent Auditor's Report thereon form
part of this Annual Report.

15. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to 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"), dividend, if not claimed for a period of
7 years from the date of transfer to Unpaid Dividend
Account of the Company, are liable to be transferred to
the Investor Education and Protection Fund ("IEPF").

Further, all the shares in respect of which dividend
has remained unclaimed for seven consecutive years
or more from the date of transfer to unpaid dividend
account shall also be transferred to IEPF Authority. The
said requirement does not apply to shares in respect
of which there is a specific order of Court, Tribunal
or Statutory Authority, restraining any transfer of the
shares.

The details of unclaimed dividends and shares
transferred to IEPF are as follows:

Members/ claimants whose shares, unclaimed
dividend, sale proceeds of fractional shares etc. have
been transferred to the IEPF Demat Account or the
Fund, as the case may be, may claim the shares or
apply for refund by making an application to the IEPF
Authority in Form IEPF- 5 (available on iepf.gov.in) along
with requisite fee as decided by the IEPF Authority from
time to time. The Member/ Claimant can file only one
consolidated claim in a financial year as per the IEPF
Rules.

The following tables give information relating to various outstanding dividends and the dates by which they can be claimed
by the shareholders from the Company’s Registrar and Transfer Agent:

16. PARTICULARS OF INVESTMENTS, LOANS AND
GUARANTEES

During the reporting year, the Company acquired
3,04,900 equity shares representing 3.05% equity
stake in Medicamen Life Sciences Private Limited on
November 21,2024.

No Loans, Guarantees covered under the provisions
of Section 186 of the Companies Act, 2013 are given /
provided / made during the reporting year.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted. None
of the directors of the Company is disqualified under
the provisions of the Act or under the SEBI Listing
Regulations. The Company has a truly diverse Board
that includes and makes good use of diversity in the
skills, regional and industry experience, background,
race, gender, ethnicity and other distinctions among
directors. This diversity is considered in determining
the optimum composition of the Board. All Board
appointments are made on merit, in the context of the
skills, experience, independence and knowledge which
the Board as a whole requires to be effective.

During the year under review, there was no change
in the composition of the Board of Directors and Key
Managerial Personnel of the Company.

Retirement by Rotation:

In accordance with the provisions of Section 152 of
the Act and in terms of Article 112(2) of the Articles of
Association of the Company, Mr. Rahul Bishnoi and Dr
Vimal Kumar Shrawat Non-Executive Directors of the
Company will retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible
offer himself for re-appointment.

The Board has recommended his re-appointment.

Director(s) Disclosure

Based on the declarations and confirmations received
from the Directors, none of the Directors of the Company

are disqualified from being appointed/ continuing as
Directors of the Company.

Independent Directors' Declaration

Mr. Harish Pande, Mr. Arun Kumar, Mrs. Sumita Dwivedi,
Mrs. Sangeeta Bishnoi and Dr Ravi Kumar Bansal,
Independent Directors of the Company, have given
declarations that they meet the criteria of independence
as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. In
terms of Regulation 25(8) of the SEBI Listing Regulations,
the Board of Directors of the Company has taken on
record the declaration and confirmation submitted
by the Independent Directors after undertaking due
assessment of the veracity of the same.

Statement regarding opinion of the Board with
regard to integrity, expertise and experience of the
Independent Directors:

With regard to integrity, expertise and experience
of the Independent Directors for the Financial year
2024-25, the Board of Directors have taken on record
the declarations and confirmations submitted by
the Independent Directors and is of the opinion that
the Independent Director is a person of integrity and
possesses relevant expertise and experience and his
continued association as Director will be of immense
benefit and in the best interest of the Company.

During the year under review, 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 for the purpose of attending meetings
of the Board/Committees of the Board.

Certificate from company secretary in practice:

The Certificate on Non- Disqualification of Directors
pursuant to Regulation 34(3) and Schedule V Para C
clause 10 (i) of the SEBI Listing Regulations is published
elsewhere in the Annual Report.

Key Managerial Personnel (‘KMP'):

In accordance with the provisions of Sections 2(51)
and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the following are
the Key Managerial Personnel of the Company:

• Mr. Rajesh Madan, Chief-Executive Officer

• Mr. Pratap Singh Rawat, Chief Financial Officer*

• Mr. Chandan Kumar, Chief Financial Officer**

• Ms. Parul Choudhary, Company Secretary
Note :

*Mr. Pratap Singh Rawat, resigned from the post of
Chief Financial Officer w.e.f August 14, 2024
**Mr. Chandan Kumar, appointed as Chief Financial
Officer w.e.f February 11,2025

18. BOARD OF DIRECTORS

a. Composition of the Board

The composition of the Board is in conformity with
Regulation 17 of the SEBI (Listing Obligation and
Disclosure Requirement) Regulations 2015 which,
inter alia, stipulates that the Board should have
an optimum combination of Executive and Non¬
Executive directors.

As on March 31,2025, the Board comprised of Ten
Directors including Five Independent Directors
which includes Independent Woman Director and
the Non-Executive Chairman.

The present strength of Board of Directors of the Company is as follows:

b. Meetings of the Board

The Board of Directors duly met 5 times during the
financial year 2024-25. The dates on which the
meetings were held are May 29, 2024, August 13,
2024, November 14, 2024, February 11, 2025 and
February 26, 2025 respectively.

c. Procedure for Nomination and Appointment of
Directors:

The Nomination and Remuneration Committee
(NRC) is responsible for developing competency
requirements for the Board based on the
industry and strategy of the Company. The
Board composition analysis reflects in-depth
understanding of the Company, including its
strategies, environment, operations, financial
condition and compliance requirements.

The NRC is also responsible for reviewing the
profile of potential candidates vis-a-vis the
required competencies and meeting potential
candidates, prior to making recommendations of
their nomination to the Board.

d. Criteria for determining Qualifications, Positive
Attributes and Independence of a Director:

The NRC has formulated the criteria for
determining qualifications, positive attributes and
independence of Directors in terms of provisions
of Section 178(3) of the Act and Regulation 19
read with Part D of Schedule II to the SEBI Listing
Regulations.

Independence: In accordance with the above
criteria, a Director will be considered as an
'Independent Director’ if he / she meets the criteria

for Independence as laid down in the Act and Rules
framed thereunder, as amended and Regulation
16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination
process is in place that encourages diversity of
thought, experience, knowledge, perspective, age
and gender. It is also ensured that the Board has
an appropriate blend of functional and industry
expertise. While recommending the appointment
of a Director, the NRC considers the manner in
which the function and domain expertise of the
individual will contribute to the overall skill-domain
mix of the Board.

Positive Attributes: In addition to the duties
as prescribed under the Act, the Directors on
the Board of the Company are also expected to
demonstrate high standards of ethical behaviour,
strong interpersonal and communication skills
and soundness of judgement. Independent
Directors are also expected to abide by the 'Code
for Independent Directors’ as outlined in Schedule
IV to the Act.

e. Annual evaluation of board performance and
performance of its committees and directors:

Pursuant to the applicable provisions of the
Act and the SEBI Listing Regulations, 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 NRC has defined the evaluation criteria,
procedure and time schedule for the Performance
Evaluation process for the Board, its Committees
and Directors.

f. Remuneration Policy

The Company has adopted a Remuneration Policy
for the Directors, KMP and other employees,
pursuant to the provisions of the Act and the SEBI
Listing Regulations and the same is available
on the Company’s website at https://www.
medicamen.com/investor/view/13

19. COMMITTEES OF THE BOARD

As required under the provisions of the Act and the SEBI

Listing Regulations, as on March 31, 2025, the Board

has the following committees:

• Audit Committee

In terms of Section 177 of the Companies Act,
2013, the Board of Directors has constituted an

Audit Committee comprising of 3 (Three) Directors
as below:

During the year 2024-25, Audit committee met 4
times on May 29, 2024, August 13, 2024, November
14, 2024 and February 11,2025 respectively.

Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act,
2013, the Board of Directors had constituted
Nomination & Remuneration Committee
comprising of 3 (Three) Directors as below:

During the year, the Nomination & Remuneration
Committee met 4 (Four) times on May 29, 2024,
August 13, 2024, November 14, 2024 and February
11,2025 respectively.

• Risk Management Committee

The Board of Directors has constituted Risk
Management Committee comprising of 3 (Three)
Directors as below:

During the year, the Risk Management Committee
met 4 (Four) times on May 29, 2024, August 13,
2024, November 14, 2024 and February 1 1, 2025
respectively.

Stakeholders' Relationship Committee:

The Board of Directors has constituted
Stakeholders’ Relationship Committee comprising
of 3 (Three) Directors as below:

The members of Stakeholders Relationship
Committee met 3 (Three) times during the

financial year 2024-25 on May 23, 2024, May 29,
2024 and January 22, 2025.

• Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013
the Board of Directors had constituted Corporate
Social Responsibility Committee comprising of 3
(Three) Directors and 1 (One) member as below:

During the year, the CSR Committee met 4 (Four)
times on May 29, 2024, August 13, 2024, November
14, 2024 and February 1 1,2025 respectively.

20. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System
commensurate with the size, scale and complexity
of its operations. The scope of the Internal Audit is
decided by the Audit Committee and the Board. To
maintain its objectivity and independence, the Board
has appointed an External Auditor, which reports to the
Audit Committee of the Board on a periodic basis.

During the reporting year, Internal Financial Controls
laid down by the Board were tested for adequacy &
effectiveness and no reportable material weakness in
the design or operations was observed. The Company
has policies and procedures in place for ensuring proper
and efficient conduct of its business, safeguarding of
assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records
and timely preparation of reliable financial information.
Statutory Auditors have also given unmodified audit
opinion on adequacy of internal financial control
systems with reference to financial statements.

The Internal Auditor monitors and evaluates the
efficacy and adequacy of Internal Control Systems in
the Company, its compliance with operating systems,
accounting procedures and policies for various
functions of the Company. Based on the report of
Internal Auditor, process owners undertake corrective
action wherever required in their respective areas
and thereby strengthen the controls further. Audit
observations and actions taken thereof are presented
to the Audit Committee of the Board on periodic basis.

21. AUDITORS

• Statutory Auditors

At the 29^th (Twenty Ninth) AGM held on September 27,
2022, the members had approved the appointment of
M/s Rai Qimat & Associates, Chartered Accountants,
Gurugram, (Firm Registration No. 013152C) as the
Statutory Auditors of the Company to hold office for a
period of five years from the conclusion of that AGM
till the conclusion of the 34^th (Thirty Forth) AGM to be
held in the year 2027 at such remuneration as may be
decided by the Board of Directors of the Company.

Pursuant to the amendments of Section 139 of the
Companies Act, 2013 by the Companies Amendment
Act, 2017 notified on May 07, 2018, the requirement of
ratification of their appointment by the Members has
been withdrawn.

• Secretarial Audit

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and as per the SEBI Regulations
2015, the Audit Committee and the Board of Directors
have recommended the appointment of M/s AMJ
& Associates, Company Secretary in practice as
Secretarial Auditor for a term of 5 (Five) consecutive
years from the conclusion of this 32^nd AGM till the
conclusion of 37^th AGM of the Company to be held in
the 2030 at such remuneration and applicable taxes
and out of pocket expenses as may be determined and
recommended by the Audit Committee in consultation
with the Auditors and duly approved by the Board of
Directors of the Company.

Details of the proposal for appointment of M/s AMJ &
Associates, a firm of Company Secretaries in Practice
are given in the Explanatory Statement to the Notice of
the 32^nd AGM as required under Section 102 of the Act.
Accordingly, the necessary resolution for appointment
of M/s AMJ & Associates, a firm of Company Secretaries
in Practice as Secretarial Auditors for a period of 5
(Five) consecutive years is proposed for approval in the
forthcoming AGM.

• Cost Auditor

The Board of Directors, had on the recommendation of
the Audit Committee, appointed M/s SPB & Co., Cost
Auditors (Firm Registration No. 102586), to audit the
cost accounts of the Company for the financial year
2025-26 on a remuneration of ' 1.75 Lakhs.

As required under the Companies Act, 2013, the
remuneration payable to the cost auditor is required
to be placed before the Members in a general meeting
for their ratification. Accordingly, a resolution seeking
Members’ ratification for the remuneration payable to
M/s SPB & Co., a proprietary firm as Cost Accountant
for the year ended on March 31, 2026 is proposed for
approval in the forthcoming AGM.

Your Company confirms that the maintenance of cost
records as specified by the Central Government under
Sub-section (1) of Section 148 of the Companies Act,
2013, is required by the Company and accordingly such
accounts and records are made and maintained.

• Internal Auditor

Pursuant to provision of Section 138 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014.
The Board of Directors based on the recommendation
of the Audit Committee has re-appointed M/s Cheena
& Associates, Cost Accountants (Firm Registration
Number: 00397) as the Internal Auditors of your
Company for the 2025-26.

22. AUDITORS' REPORT AND SECRETARIAL AUDITORS'
REPORT

• Auditor's Report:

The Auditors’ Report for 2024-25 of M/s Rai Qimat
& Associates on the Financial Statements of the
Company for 2024-25 does not contain any qualification,
reservation or adverse remark. The Report is enclosed
with the financial statements in this Annual Report.

• Secretarial Auditors' Report:

The Company has undertaken an Secretarial Audit for
the 2024-25 as required under the Act and the SEBI
Listing Regulations. The Secretarial Audit Report of M/s
AMJ & Associates, Practicing Company Secretaries (CP
no 5629) for the financial year ended March 31,2025 is
enclosed to this report. Kindly refer to Annexure B.

• Instances of fraud reported by the Auditors:

During the 2024-25, the statutory auditors and the
secretarial auditor have not reported any instances
of frauds committed in the Company by its Officers
or Employees under section 143(12) of the Act to the
Central Government or the Audit Committee under
section 143(12) of the Companies Act.

• Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the
Financial Year 2024-25 for all applicable compliance
as per the Securities and Exchange Board of India
Regulations and Circulars/Guidelines issued thereunder
has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by
M/s AMJ & Associates, Practicing Company Secretary
(CP No.5629) will be submitted to the Stock Exchanges
within 60 days of the end of the Financial Year.

23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has put in place a Whistle Blower Policy
and has established the necessary vigil mechanism
in accordance with the provision of Section 177 (9)
& (10) of the Companies Act, 2013 and as prescribed
under Regulation 22 of the SEBI Listing Regulations
for employees and others to report concerns about
unethical behaviour. It also provides for adequate
safeguards against the victimisation of employees who
avail of mechanism. No person has been denied access
to the Chairman of the audit committee.

Details of the Vigil Mechanism and Whistle-Blower
Policy are made available on the Company’s website at
https://www.medicamen.com/investor/view/13

24. CREDIT RATINGS

There were no changes in the credit ratings of the
Company during the year under review. As on March
31, 2025, the Company had a short-term credit rating
of CRISIL A3 and a long-term rating of CRISIL BBB-
/ Stable by CRISIL Limited for bank loan facilities
aggregating to ' 42 Crores.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated
a Policy on Related Party Transactions. The Policy
has been amended to incorporate the regulatory
amendments in the SEBI Listing Regulations. The
Policy can be accessed on the Company’s website at
https://www.medicamen.com/investor/view/13

During the year under review, all related party
transactions entered into by the Company, were
approved by the Audit Committee and were at arm’s
length and in the ordinary course of business. Prior

omnibus approval is obtained for related party
transactions which are of repetitive nature and entered
in the ordinary course of business and on an arm’s
length basis. During the year under review there
were no material related party contracts entered into
by the Company requiring shareholders’ approval.
The information on transactions with related parties
pursuant to Section 134(3) (h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 are
given in "Annexure C” in Form No. AOC-2 and the same
forms part of this report.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed
in the notes to the standalone/ consolidated financial
statements forming part of this Annual Report & Annual
Accounts 2024-25.

In terms of Regulation 23 of the SEBI Listing
Regulations, the Company submits details of RPTs on
a consolidated basis, as per the format specified in the
relevant accounting standards to the stock exchanges
on a half-yearly basis.

26. RISK MANAGEMENT

The Board has adopted a Risk Management Policy.
The policy is focused on sustainable business growth
with stability and a pro-active approach in identifying,
evaluating, mitigating and reporting risks associated
with the Companies business.

The Company has in place a Risk Management
Committee of the Board, details of which form part of
the Corporate Governance Report.

The Company has a Risk Management framework to
identify, evaluate business risks and opportunities. To
strengthen the risk management framework, Company
has Board level Risk Management Committee. This
framework seeks to minimize adverse impact on the
business objectives and enhance the Company’s
competitive advantage.

27. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Sections 134(3)(c) and 134(5) of the Act,
the Directors, to the best of their knowledge and ability,
confirm that for the year ended March 31,2025:

(i) in the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material departures;

(ii) they have selected such accounting policies and
applied them consistently and made judgments

and estimates that are reasonable and prudent, so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for 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 are operating
effectively; and

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

28. GOVERNANCE, COMPLIANCE AND ETHICS

The Governance, Corporate Secretarial and Legal
functions of the Company ensure maintenance
of good governance within the organisation. They
assist the business in functioning smoothly by
ensuring compliance and providing strategic business
partnership in the areas including legislative expertise,
corporate restructuring, regulatory changes and
governance.

The Company has also adopted the governance
guidelines on Board effectiveness to fulfil its
responsibility towards its stakeholders. With a view
to uphold human rights as an integral aspect of doing
business, being committed to respect and protect
human rights and remediate adverse human rights
impact resulting from or caused by the Company’s
businesses, the Board adopted 'Business Responsibility
Policy’ during the year under review.

In compliance with the SEBI Listing Regulations,
the Corporate Governance Report and the Auditor’s
Certificate form part of this Annual Report.

29. MANAGEMENT DISCUSSION & ANALYSIS

Various business aspects including market conditions,
business opportunities, challenges etc. have been
discussed at length in the Management’s Discussion
and Analysis (MD&A), which forms part of this Annual
Report.

30. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014 read with Section 134(3)(a) of the Act, the Annual
Return in Form MGT-7 as on March 31,2025 is available
on the Company’s website at https://www.medicamen.
com/investor/view/8

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report
as required under Regulation 34(2)(f) of SEBI Listing
Regulations, as amended, forms part of this Annual
Report. The Company took a step to take voluntarily
assurance of its Business Responsibility and
Sustainability Report. Kindly refer to Annexure D.

32. POLICY ON PREVENTION, PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance towards sexual
harassment at the workplace. The Company has
adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder.

During the year under review, the Company not received
any sexual harassment complaints.

33. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the
Maternity Benefit Act, 1961. All eligible women
employees received the required benefits, including
paid leave, continued salary and service and post¬
maternity support like nursing breaks and flexible work
options.

34. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

35. PERFORMANCE EVALUATION

The evaluation of all the Directors, Committees,
Chairperson of the Board, and the Board as a whole,
was conducted based on the criteria and framework
adopted by the Committee.

The Board sought the feedback of Directors on various
parameters including:

i. Degree of fulfilment of key responsibilities towards
stakeholders (by way of monitoring corporate
governance practices, participation in the long¬
term strategic planning, etc.)

ii. Structure, composition and role clarity of the
Board and Committees;

iii. Extent of co-ordination and cohesiveness between
the Board and its Committees;

iv. Effectiveness of the deliberations and process
management;

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members
and the Management.

In a separate meeting of the Independent Directors,
the performance of the Non-Independent Directors,
the Board as a whole and Chairperson of the Company
were evaluated taking into account the views of
Executive Directors and other Non-Executive Directors.

The NRC reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of
the Independent Directors and the meeting of NRC,
the performance of the Board, its Committees, and
individual Directors were discussed.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant, material orders passed by
the Regulators or Courts, which would impact the
going concern status of the Company and its future
operations.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014
is attached as "Annexure E” which forms part of this
Report.

38. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, disclosures pertaining to
remuneration and other details are provided in the
"Annexure F" to this Report.

39. CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility
('CSR') containing details of CSR Policy, composition of
the CSR Committee, CSR projects undertaken and web-
link thereto on the website of the Company, as required
under Companies (Corporate Social Responsibility
Policy) Rules, 2014, is set out in Annexure G to this
Report. For other details regarding the CSR Committee,
please refer to the Report on Corporate Governance,
which is a part of this Annual Report.

40. GREEN INITIATIVE

Your Directors would like to draw your attention to
section 20 of the Companies act, 2013 read with the
Companies (Management and administration) Rules,
2014 as may be amended from time to time which
permit the paperless compliances and also service of
notice/documents (including annual report) through
electronic mode to its shareholders.

Your Directors hereby once again appeal to all those
members who have not registered their e mail address
so far are requested to register their email address
in respect of electronic holding with their concerned
Depository participants and /or with the Company.

41. CODE OF CONDUCT

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the
Board and all employees in the course of day-to-day
business operations of the Company. The Company
believes in "Zero Tolerance" against bribery, corruption
and unethical dealings / behaviours of any form and
the Board has laid down the directives to counter such
acts. The Code has been posted on the Company's
website www.medicamen.com. The Code lays down
the standard procedure of business conduct which
is expected to be followed by the Directors and the
designated employees in their business dealings and
in particular on matters relating to integrity in the
work place, in business practices and in dealing with
stakeholders.

42. DETAILS OF APPLICATION MADE OR PROCEEDING
PENDING UNDER INSOLVENCY AND BANKRUPTACY
CODE 2016

During the financial year under review, there were NO
application/s made or proceeding were pending in
the name of the company under the Insolvency and
Bankruptcy Code, 2016.

43. DATA PRIVACY, DATA PROTECTION, AND
CYBERSECURITY

The Company is committed to upholding the highest
standards of data privacy and protection. In light
of the increasing reliance on digital infrastructure,
the Company has implemented comprehensive

cybersecurity and data protection policies, aligned with
industry best practices and the evolving regulatory
framework, including provisions under the Information
Technology Act, 2000, and applicable data protection
regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi¬
layered security protocols for data storage and
transfer.

• Regular third-party cybersecurity audits and
vulnerability assessments.

• Employee training programs on data protection
and cybersecurity awareness.

• Strict access control mechanisms and
implementation of role-based permissions.

• Data breach response protocols in accordance
with the CERT-In guidelines.

• The Company continues to invest in digital
infrastructure to ensure robust protection of
stakeholder information and business continuity.

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS)
RULES 2014 - RULE 11 OF THE COMPANIES ACT
2013.

The Company has used accounting software for
maintaining its books of account for the financial year
ended March 31,2025 which has a feature of recording
audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is applicable
on company and all transaction has been recorded in
the said software.

45. ACKNOWLEDGEMENT

The Directors appreciate and value the contribution,
dedication, hard work and commitment made by all the
employees and acknowledges the support extended by
them during these challenging times.

The Directors would also like to place on record their
appreciation for the continued co-operation and
support received by the Company during the year from
bankers, financial institutions, government authorities,

farming community, business partners, shareholders,
customers and other stakeholders. The Directors look
forward to continuance of the supportive relations and
assistance in the future.

The Directors deeply regret the losses suffered due
to the Covid-19 pandemic and place on record their
sincere appreciation to all the front-line workers and all
who have gone beyond their duties in battling against
the pandemic.

By the Order of the Board
Medicamen Biotech Limited

Sd/-

Rahul Bishnoi

Place: New Delhi Chairman

Date: August 12, 2025 DIN-00317960