Your directors are pleased to present the 41^st Annual Report on the business, operations, performance and achievements of
Morepen Laboratories Limited (the 'Company'), together with the audited standalone and consolidated financial
statements for the financial year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS ('in Lakhs, except EPS)

REVIEW OF PERFORMANCE

The financial year 2025-26 was a year of consolidation,
platform-building and strategic transition. While
consolidated revenues remained broadly stable, the
company continued to strengthen its core healthcare
businesses, particularly Active Pharmaceutical Ingredients
('API'), Medical Devices and Formulations. The year also
marked an important step in the company's evolution from
a predominantly product-led API business towards a more
integrated, innovation-led manufacturing and healthcare
platform.

On a consolidated basis, the company recorded total
income of '182,700.56 Lakhs as compared with
'182,993.95 Lakhs in the previous year. Consolidated
operating surplus stood at '14,694.30 Lakhs as compared
with '19,243.40 Lakhs in the previous year. The
moderation in profitability was primarily attributable to
margin pressure in select API categories, higher operating
and finance costs, and the lower contribution of

Dr. Morepen Limited following its cessation as a subsidiary
with effect from 31^st July 2025.

Export revenues increased by 13.01 percent to '80,268.87
Lakhs from '71,027.89 Lakhs in the previous year,

reflecting continued demand across key international
markets, particularly Europe. Domestic revenues stood at
'99,844.20 Lakhs as compared with '109,345.59 Lakhs in
the previous year, reflecting the impact of business
realignment and changes in the consolidated structure.

On a standalone basis, sales revenue increased by 8.39
percent to '167,666.92 Lakhs from '154,694.35 Lakhs in
the previous year. The Medical Devices business recorded
strong revenue growth of 20.13 percent, while the API
business remained the largest contributor to the company's
revenue base. The Formulation business also delivered
healthy underlying momentum in contract manufacturing
and branded prescription products.

Strategic transition: The company is building on its API
heritage, global regulatory credibility, manufacturing depth
and R&D capabilities to strengthen long-duration
manufacturing partnerships and create a more resilient,
future-ready growth platform.

FINANCIAL PERFORMANCESales and Revenue Mix

Consolidated sales revenue for the year stood at
'180,113.07 Lakhs as compared with '180,373.48 Lakhs
in the previous year. Total income stood at '182,700.56
Lakhs as against '182,993.95 Lakhs in the preceding year.
The company's export performance helped maintain
revenue stability despite moderation in certain domestic
business lines and the deconsolidation impact of
Dr. Morepen Limited.

The Medical Devices business reported annual revenue of
'59,698.01 Lakhs, increasing its contribution to the
company's standalone revenue to 35.61 percent from

32.12 percent in the previous financial year. The API
business, with annual standalone revenues of '94,452.45
Lakhs, remained the largest revenue contributor,
accounting for 56.33 percent of standalone revenue
compared with 60.48 percent in the preceding year.

Material Cost

Material cost, as a percentage of total income, stood at
61.49 percent compared with 63.35 percent in the previous
year, reflecting an improvement of 186 basis points. The
company continues to focus on procurement efficiency,
product mix optimisation, process discipline and cost
control across its manufacturing operations.

Employee Cost

Employee cost for the year stood at '23,273.94 Lakhs,
reflecting an increase of 11.40 percent over '20,891.39
Lakhs in the previous year. The increase was primarily
driven by periodic wage revisions, capability-building
initiatives, strategic hiring and leadership development.
With total income remaining broadly stable, employee cost
as a percentage of total income increased to 12.74 percent
from 11.42 percent in the previous year.

Other Expenses

Consolidated expenditure on manufacturing, selling and
distribution, marketing and administrative activities stood at
17.73 percent of total income as compared with 14.72
percent in the previous year. In absolute terms, such
expenditure increased by 20.28 percent during the year,
primarily due to a 22.39 percent increase in selling and
distribution expenses and a 29.15 percent increase in
administrative costs. These were partly offset by a 1.70
percent reduction in manufacturing and related expenses.

Finance Cost and Depreciation

Finance costs stood at '1,641.37 Lakhs as compared with
'834.29 Lakhs in the previous year. The increase was
primarily attributable to higher utilisation of working capital
facilities and additional unsecured loan facilities during the
year. Finance cost included interest on working capital and
packing credit facilities of '842.05 Lakhs, interest on
unsecured loans of '415.33 Lakhs, interest on vehicle loans
of '66.79 Lakhs and interest on fixed deposit-backed credit
facilities of '32.94 Lakhs. A sum of '2.90 Lakhs was also
incurred towards interest on loans of erstwhile subsidiary
Dr. Morepen Limited up to the date of its deconsolidation.

Other components of finance cost comprised interest on
lease liabilities of '159.62 Lakhs, loan processing fees of
'31.50 Lakhs and a provision of '78.33 Lakhs towards
interest on delayed payment of advance tax for assessment
year 2026-27. Consolidated depreciation and
amortisation for the year amounted to '3,643.47 Lakhs,
including amortisation of '1,054.15 Lakhs on Right-of-Use
assets comprising office premises, warehouses, residential
accommodation and solar panels taken on lease by the
company.

Other Operating Income and Other Income

Other operating income primarily comprised export
incentives and other operating income. Export incentives
amounted to '412.56 Lakhs as compared with '438.54
Lakhs in the previous year, representing a marginal decline
of 5.92 percent. Consolidated other income, comprising
foreign exchange fluctuations, interest income, notional
interest on security deposits and other miscellaneous
income, increased by 16.07 percent to '2,131.41 Lakhs
from '1,836.37 Lakhs in the previous year.

Profitability

Consolidated profit before interest, depreciation,
exceptional items and tax stood at '14,694.30 Lakhs as
compared with '19,243.40 Lakhs in the previous year.
Consolidated profit after tax before non-controlling interest

amounted to '9,564.65 Lakhs as compared with
'11,801.54 Lakhs in the previous year. Consolidated profit
after tax, net of non-controlling interest, stood at '9,487.68
Lakhs as against '11,802.04 Lakhs in the previous year.
Total comprehensive income stood at '10,106.59 Lakhs as
compared with '11,827.41 Lakhs in the previous year.

Notwithstanding the moderation in profitability, the
company maintained a resilient operating base, supported
by its diversified business portfolio, strong export
performance, disciplined cost management and sustained
investment in future growth capabilities.

BUSINESS-WISE PERFORMANCE
Active Pharmaceutical Ingredients ('API')

The API business continued to be the company's largest
business segment and remained a principal driver of its
international business. The segment reported revenues of
'98,273.23 Lakhs during the year as compared with
'98,919.10 Lakhs in the previous year. Domestic API
revenues grew by 4.32 percent, while export revenues
registered a marginal decline of 0.40 percent over the
previous year.

Within the API segment, growth was led by Atorvastatin,
which recorded revenue growth of 25.55 percent during the
year. The contribution of new molecules comprising
Edoxaban, Linagliptin, Saxagliptin and Vonoprazan
increased to '5,637.24 Lakhs from '2,554.80 Lakhs in the
previous year, representing growth of 121 percent.
Bempedoic Acid, added during the year to the new product
portfolio, generated revenue of '1,668.88 Lakhs. These
gains helped offset moderation in revenues from certain
established molecules, including Montelukast, Loratadine,
Fexofenadine and Rosuvastatin.

The API business continues to be supported by the
company's regulatory track record, manufacturing scale,
process chemistry capabilities and global customer
relationships. These strengths provide a strong foundation
for the company's strategic expansion into long-duration

Contract Development and Manufacturing Organisation
('CDMO') partnerships.

Home Diagnostics and Point-of-Care Medical Devices

The Medical Devices business continued its strong growth
trajectory, with revenues increasing to '59,698.01 Lakhs
from '49,692.61 Lakhs in the previous year, representing
growth of 20.13 percent. The segment has achieved a five-
year Compound Annual Growth Rate ('CAGR') of 9.26
percent, underscoring the strength and resilience of the
business.

The Blood Glucose Monitoring business remained the
largest contributor within the portfolio, with revenues of
'45,924.04 Lakhs and annual growth of 18.73 percent.
The business has delivered a five-year CAGR of 13.30
percent, reflecting sustained market acceptance and scale.
The Blood Pressure Monitoring business also delivered a
strong performance, with revenues increasing to
'10,491.50 Lakhs from '9,077.81 Lakhs in the previous
year, representing growth of 15.57 percent and a five-year
CAGR of 5.71 percent.

Emerging product categories continued to strengthen the
portfolio. The Nebuliser business grew by 300.16 percent to
'1,733.36 Lakhs from '433.17 Lakhs in the previous year.
Thermometers grew by 37.56 percent to '790.45 Lakhs,
while Pregnancy Test Kits recorded growth of 39.78 percent
to '163.26 Lakhs. Stethoscope revenues stood at '353.36
Lakhs as compared with '387.72 Lakhs in the previous
year. Other products, including Pulse Oximeters,
Vaporizers, Digital Weighing Scales, Orthopaedic products
and miscellaneous products, recorded revenues of '758.66
Lakhs.

Achievements and Key Initiatives in Medical Devices
Quality and Compliance

• Successfully completed the Medline audit for
Stethoscopes with a Fair rating, demonstrating continued
commitment to quality systems, process compliance and
customer requirements.

• Successfully cleared the unannounced SMETA/SEDEX 4-
Pillar Audit conducted by International Compliance
Group, covering Labour Standards, Health & Safety,
Environment and Business Ethics.

Automation and Operational Excellence

• Implemented an Automatic Cartoning Machine for Blood
Glucose Monitoring strip bottles, improving productivity,
consistency and reducing manual intervention.

• Installed and commissioned an Automatic Shrink¬
Wrapping Machine for strip bottle packaging,
strengthening packaging efficiency and product
presentation.

• Implemented a Flow-Wrap Machine for automatic pouch
packing of Pregnancy Test Kits, improving throughput,
process standardisation and operational efficiency.

• Initiated installation of an Automatic Assembly Machine
for Pregnancy Test Kits, representing a significant step
towards higher manufacturing automation and capacity
enhancement.

Manufacturing Capability Enhancement

• Established and operationalised in-house Surface Mount
Technology processes for PCB assemblies used in
Glucometers and Blood Pressure Monitors, strengthening
backward integration and manufacturing self-reliance.

• Developed and implemented a dedicated sound-proof
acoustic testing room for Stethoscopes, improving testing
accuracy, product validation and quality assurance
standards.

• Strengthened the culture of continuous improvement
through focused Kaizen awareness and implementation
programmes, resulting in 16 Kaizen projects during the
year.

Strategic Initiatives

The company has initiated the process of transferring its

Medical Devices business to a subsidiary and intends to
complete the transfer in the upcoming financial year,
subject to applicable approvals and completion of
necessary formalities. This initiative is intended to sharpen
business focus, enhance operating agility and support the
long-term growth potential of the Medical Devices platform.

Finished Formulations

The Finished Formulations business, comprising Branded
Prescription (Rx), Institutional Supplies and Contract
Manufacturing operations, reported revenue of
'16,678.57 Lakhs during the year as compared with
'17,748.07 Lakhs in the previous year. The business
continued to witness demand across key product segments,
supported by strong growth in Contract Manufacturing and
steady progress in the Branded Prescription portfolio.

Institutional Supplies

The Institutional Supplies business recorded revenues of
'4,830.65 Lakhs during the year as compared with
'4,952.44 Lakhs in the previous year. Despite marginal
moderation, the business maintained its presence in the
institutional segment and remained an important
component of the company's Formulations business.

Branded Formulation Business

The Branded Formulation business recorded revenues of
'5,449.84 Lakhs as against '5,167.84 Lakhs in the
previous year, registering growth of 5.46 percent. Within the
Branded Prescription portfolio, the gastro therapeutic
segment delivered growth of 28.11 percent during the year.
Revenues from Antibiotics and Vitamins moderated by
14.55 percent and 9.19 percent, respectively, while growth
in other therapeutic categories increased by 41.88 percent,
reflecting continued diversification of the portfolio.

Contract Manufacturing Business

The Contract Manufacturing business recorded strong
growth, with revenues increasing by 32.33 percent to
'8,488.63 Lakhs from '6,414.63 Lakhs in the previous
year. The growth was primarily driven by a 43.02 percent
increase in domestic contract manufacturing revenues,
reflecting higher capacity utilisation and increased order
volumes from customers While export contract
manufacturing revenues moderated during the year, the
strong domestic performance enabled the business to
deliver robust overall growth.

STRATEGIC PROGRESS: CDMO AND LONG-DURATION
MANUFACTURING PARTNERSHIPS

During the year, the company advanced its CDMO strategy
by leveraging its established API capabilities, regulatory
track record, process chemistry strengths and
manufacturing infrastructure. The company secured a
significant multi-year CDMO mandate valued at

approximately '825 Crore from a leading global
pharmaceutical company. This milestone validates
company's readiness to participate in long-duration,
quality-led global manufacturing partnerships and
represents an important step in the company's transition
towards a more predictable, higher-quality earnings
model.

CDMO is a natural extension of the company's API heritage.
It allows the company to build deeper customer
relationships, improve visibility of future business,
strengthen manufacturing utilisation and create a more
scalable platform for regulated-market opportunities. The
company continues to invest in capacity, compliance, R&D,
analytics and process development capabilities to support
this next phase of growth.

DIVIDEND

The Board of Directors is pleased to recommend a final
dividend of '0.20 per equity share for the financial year
ended 31^st March 2026, subject to the approval of members
at the ensuing Annual General Meeting. The dividend, if
approved, shall be subject to deduction of tax at source as
applicable. The dividend payout ratio for the year under
review is 16.44 percent.

The company is complying with its Dividend Distribution
Policy framed in terms of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'). The said policy is available on the company's
website at https://www.morepen.com/public/img/
Dividend%20Distribution%20Policy.pdf.

The company transferred a sum of '119.47 Lakhs to its
'Unpaid Dividend Account 2024-25' on 7 ^th October 2025.
The details of unpaid and unclaimed dividends lying with
the company as on 31^st March 2026 are available on the
company's website, can be accessed by clicking at
https://www.morepen.com/public/img/pdf/Website%20u
pload%2031.03.26%20Unclaim%20dividend.pdf.

Pursuant to the provisions of the Companies Act, 2013 ('the
Act') and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, unpaid or unclaimed dividend is required to be
transferred to the Investor Education and Protection Fund
after completion of seven years from the date of transfer to
the Unpaid Dividend Account. Since the dividend for the
financial year ended 31^st March 2025 was declared at the
Annual General Meeting held on 6^th September 2025, the
applicable seven-year period has not yet elapsed.

RESERVES

Standalone net profit after tax of '6,605.75 Lakhs has been
carried forward to Retained Earnings. No amount has been
transferred to the General Reserve during the current year.

DEPOSITS

The company has not accepted any deposits from the public
during the year under review within the meaning of Section
73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.

FINANCES
Credit Facilities

During the year, Kookmin Bank, Woori Bank and Hana
Bank provided unsecured term loan facilities aggregating to
'13,000.00 Lakhs, comprising '5,000.00 Lakhs each from
Kookmin Bank and Woori Bank and '3,000.00 Lakhs from
Hana Bank. These term loans are repayable over a period
of 36 months. The company also utilised vehicle loan
facilities during the year.

Further, the company, during the year, repaid in full the
secured working capital facilities availed from Kotak
Mahindra Bank Limited, aggregating to '9,900.00 Lakhs,
comprising a Working Capital Demand Loan of '7,900.00
Lakhs and a Cash Credit facility of '2,000.00 Lakhs.

Qualified Institutions Placement Proceeds

The company has utilised the proceeds of its Qualified
Institutions Placement ('QIP') in accordance with the objects
set out in the Placement Document. The utilisation is
monitored by Monitoring Agency, Management and
reviewed by the Audit Committee, in compliance with
applicable regulatory requirements. The details of
utilisation are provided in the 'Corporate Governance
Report'. There has been no deviation or variation in the
utilisation of the proceeds from the stated objects, except for
timing differences in deployment.

Credit Rating

The company's financial discipline and prudence are
reflected in the credit ratings assigned by the rating agency.
The details of the credit ratings are disclosed in the
'Corporate Governance Report', which forms part of this
Annual Report.

SHARE CAPITAL

During the year under review, the authorised share capital
of the company stood at '25,000.00 Lakhs, comprising
'20,000.00 Lakhs of equity share capital and '5,000.00
Lakhs of preference share capital. The paid-up equity share
capital stood at '10,958.41 Lakhs. There was no change in
the paid-up equity share capital during the year under
review.

Cancellation of Equity Shares

As reported in the previous year, the company is making
continues effors for cancellation of 50,62,872 equity shares
surrendered in compliance with the order of the Hon'ble

National Company Law Tribunal dated 12^th March 2018.
The stock exchanges have not processed the cancellation
application, citing pending compliance with certain aspects
of the said order. The company continues to engage with the
stock exchanges and remains committed to resolving the
matter and obtaining requisite approval for cancellation of
the surrendered shares from its listed share capital at the
earliest. In latest communication dated 20*' July 2026 the
company has represented its matter with the stock
exchanges.

General disclosures with respect to Shares

During the year under review, the company did not issue
any equity shares with differential rights as to dividend,
voting or otherwise; did not undertake any buy-back of
shares; did not issue sweat equity shares to directors or
employees; did not fail to implement any corporate action;
and did not provide any funds or loans to employees for
purchase of its own shares, in compliance with applicable
provisions of the Act and the rules made thereunder.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on 31^st March 2026, the company had seven
subsidiaries, namely:

1. Morepen Medipath Limited (formerly known as
Morepen Medtech Limited);

2. Morepen Rx Limited;

3. Morepen Bio Inc., USA (formerly known as Morepen
Inc.);

4. Morepen Labs - FZCO; (Now, Morepen Labs FZE)

5. Morepen Devices Limited;

6. Morepen Medical Equipment Trading L.L.C. (subsidiary
of Morepen Medipath Limited); and

7. Sigmacheck Health Private Limited (subsidiary of
Morepen Medipath Limited).

Key Developments in Subsidiaries and Group Structure

The company's shareholding in Morepen Medipath Limited
(formerly known as Morepen Medtech Limited) reduced
from 80 percent to 60 percent during the year pursuant to a
rights issue undertaken by Morepen Medipath Limited in
which the company did not fully participate. Subsequent to
the close of the financial year, the company's shareholding
further reduced to 51 percent pursuant to sale of a 9 percent
equity stake. As on the date of this Report, Morepen
Medipath Limited continues to remain a subsidiary of the
company and there has been no material change in the
nature of its business.

During the year, Dr. Morepen Limited ceased to be a
subsidiary of the company with effect from 31^st July 2025.
This arose pursuant to divestment of part of the company's
stake, together with the expansion of the capital base of

Dr. Morepen Limited consequent upon its acquisition of
Groom Town Private Limited, a company engaged in the
sale and marketing of grooming products, by way of
allotment of equity shares. Consequently, Total Care Limited
and Quick Med Private Limited, being subsidiaries of Dr.
Morepen Limited, also ceased to be subsidiaries of the
company with effect from the said date.

Morepen Labs - FZCO (Now, Morepen Labs FZE) was
incorporated on 18^th June 2025 as a wholly owned
subsidiary of the company, to serve as the company's
marketing and distribution interface in the Middle East and
other overseas markets, primarily for the API business. On
20"' July 2026, the company was redomiciled to 'Jebel Ali
Free Zone (JAFZA)' Dubai, pursuant to 'Certificate of
Continuation' of even date issued by 'The Registrar of
Companies' Jebel Ali Free Zone Authority, Government of
Dubai.

Morepen Medical Equipment Trading L.L.C. was
incorporated on 22^nd July 2025, in mainland Dubai, U.A.E.,
as a subsidiary of Morepen Medipath Limited, therefore,
step-down subsidiary of the company.

Sigmacheck Health Private Limited, is an Indian wholly
owned subsidiary of Morepen Medipath Limited, therefore,
step-down subsidiary of the company, incorporated on 13^th
August 2025.

During the year under review, there were no associates or
joint venture companies as defined under Section 2(6) of the
Act.

A statement containing the salient features of the
financial statements of the subsidiaries in the prescribed
format, Form AOC-1, is attached as 'Annexure A' to
this Report. Pursuant to Section 136 of the Act, the
audited financial statements of the company and its
subsidiaries are available on the company's website at
https://www.morepen.com/investors.

Performance of Subsidiaries
Morepen Rx Limited

Morepen Rx Limited is primarily engaged in sales and
marketing of Branded Prescription (Rx) products. The
Branded Prescription business generated revenues of
'5,449.84 Lakhs during the year, registering growth of 5.46
percent over the previous year's revenue of '5,167.84
Lakhs. Total revenue for the year stood at '5,449.84 Lakhs
as compared with '11,276.35 Lakhs in the previous year,
with the decline primarily attributable to the transfer of the
generic formulations' distribution business to Dr. Morepen
Limited in the previous financial year. The company
reported a loss of '127.53 Lakhs as compared with profit
after tax of '18.40 Lakhs in the previous year.

Morepen Medipath Limited

No significant operating activities were carried out by
Morepen Medipath Limited during the year. The revenue
reported during the year primarily represents interest
income earned from funds deployed by the company.

Morepen Bio Inc.

Morepen Bio Inc. serves as the company's marketing and
distribution interface in the USA, primarily for the API
business. During the year, it procured bulk drugs from its
parent company and sold them in the US and neighbouring
markets, either directly or through local trade channels.
During the current year, Morepen Bio Inc. recorded revenue
of '11,053.87 Lakhs (USD 11,824,850) as compared with
'14,564.07 Lakhs (USD 17,049,950) in the previous year.
Profit after tax stood at '20.97 Lakhs as compared with
'410.61 Lakhs in the previous financial year.

Morepen Labs - FZCO (Now, Morepen Labs FZE)

Morepen Labs - FZCO serves as the company's marketing
and distribution interface in the Middle East and other
overseas markets, primarily for the API business. During the
year, the subsidiary recorded revenue of '1,668.88 Lakhs
(AED 6,557,476), primarily from marketing and
distribution of API products sourced from the company and
reported profit after tax of '34.40 Lakhs (AED 135,165).

Morepen Medical Equipment Trading L.L.C.

No significant operating activities were carried out by
Morepen Medical Equipment Trading L.L.C., during the
year under review. The company reported a loss of '16.26
Lakhs (AED 62,506) on account of incorporation and
general administrative expenditure.

Morepen Devices Limited and Sigmacheck Health Private
Limited

No operating activities were carried out by Morepen
Devices Limited and Sigmacheck Health Private Limited,
during the year.

Dr. Morepen Limited, Total Care Limited and Quick Med
Private Limited

Up to the date of divestment, Dr. Morepen Limited
continued to carry on its over-the-counter and generics
business operations. For the period from 1^st April 2025 to
31^st July 2025, Dr. Morepen Limited recorded revenue from
operations of '7,728.73 Lakhs and other income of
'156.03 Lakhs. Quick Med Private Limited recorded
revenue of '28.77 Lakhs during the said period. The
financial results of these entities have been consolidated
with those of the company up to 31^st July 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended
31^st March 2026 have been prepared in accordance with
Indian Accounting Standards ('Ind AS') notified under the
Companies (Indian Accounting Standards) Rules, 2015, as
amended, together with comparative data for the previous
year. In accordance with the Act and Ind AS 110 on
Consolidated Financial Statements read with Ind AS 112 on
Disclosure of Interests in Other Entities, the Audited
Consolidated Financial Statements are provided in this
Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Board comprised six directors,
with an optimum combination of executive and non¬
executive directors, including one woman director. The
Board comprises four non-executive directors, all of whom
are independent directors. Pursuant to Section 203 of the
Act, Mr. Sushil Suri, Chairman & Managing Director, Mr.
Sanjay Suri, Whole-Time Director (now, Managing Director
w.e.f., 1^st July 2026), Mr. Ajay Kumar Sharma, Chief
Financial Officer, and Mr. Vipul Kumar Srivastava,
Company Secretary, were the Key Managerial Personnel of
the company as on 31^st March 2026.

Changes in Directors and Key Managerial Personnel

During the year under review, the members, at the
40 ^th Annual General Meeting held on 6 ^th September 2025,
approved the appointment of Mr. Sanjay Suri (DIN:
00041590), who retired by rotation and being eligible,
offered himself for re-appointment; the re-appointment of
Mrs. (Dr.) Savita (DIN: 08764773) as a Non-Executive
Independent Director for a second term of five consecutive
years, up to 21^st June 2030; and the re-appointment of Mr.
Sanjay Suri as Whole-Time Director for a term of three years
up to 12 ^th August 2028.

Mr. Sanjay Suri (DIN: 00041590), being liable to retire by
rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. Based on
the recommendation of the Nomination and Remuneration
Committee, the Board recommends his re-appointment at
the forthcoming Annual General Meeting. Approval of the
members is being sought for the same.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board has re-appointed Mr.
Sushil Suri (DIN: 00012028) as Chairman & Managing
Director for a term of three years commencing from 20^th
October 2026 and ending on 19 ^th October 2029, subject to
the approval of members at the forthcoming Annual
General Meeting.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board has approved the
change in designation of Mr. Sanjay Suri (DIN: 00041590)
from Whole-Time Director to Managing Director, effective
from 1^st July 2026 and up to 12^th August 2028, subject to
approval of the members.

Declaration by Independent Directors

The Independent Directors have submitted declarations
confirming that they meet the criteria of independence
prescribed under Section 149(6) of the Act, the rules framed
thereunder and Regulation 16(1)(b) of the Listing
Regulations. There has been no change in circumstances
affecting their status as Independent Directors of the
company. The Board has taken these declarations on
record after due assessment and is satisfied with the

integrity, expertise and experience of all Independent
Directors, including their proficiency as required under
applicable law.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Regulation 17 of
the Listing Regulations, the Board has carried out evaluation
of its own performance, the performance of its committees
and the performance of individual directors. The
performance of non-independent directors, the Board as a
whole and the Chairman was evaluated by the Independent
Directors, taking into account the views of executive and
non-executive directors. The Board expressed satisfaction
with the evaluation process and outcomes. Further details
are provided in the 'Corporate Governance Report'.

Familiarisation Programme for Independent Directors

Details of the familiarisation programme for Independent
Directors are provided in the 'Corporate Governance
Report' forms part of this Annual Report.

Meetings of the Board of Directors

The Board of Directors met seven times during the year
under review. Details of Board meetings and meetings of
the committees of the Board are provided in the 'Corporate
Governance Report'.

Independent Directors Meeting

A separate meeting of the Independent Directors was held
on 10^th February 2026 without the presence of non¬
Independent Directors and management personnel, except
the Company Secretary. The Independent Directors
reviewed the performance of non-independent directors,
the Board as a whole and the Chairperson, and assessed
the quality, quantity and timeliness of flow of information

between the management and the Board. All Independent
Directors were present at the meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134(3)(c) of
the Act, your Directors, to the best of their knowledge and
belief and according to the information and explanations
obtained by them, confirm that:

• in the preparation of the annual accounts, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures, if
any;

• the Directors have 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;

• the Directors have taken proper and sufficient care for
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;

• the annual accounts have been prepared on a going
concern basis;

• the Directors have laid down internal financial controls
to be followed by the company and such internal
financial controls are adequate and operating
effectively; and

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

MANAGERIAL REMUNERATION AND OTHER
DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as follows:

• The ratio of remuneration of each Director to the median
remuneration of employees and other details pursuant to
Section 197(12) of the Act read with Rule 5(1) are
annexed as 'Annexure B' and form part of this Report.

• The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) and other applicable rules is provided in a separate
annexure forming part of this Report. In terms of Section
136 of the Act, the Annual Report and accounts are being
sent to members excluding the said annexure. The
annexure is available for inspection at the Registered
Office and Corporate Office of the company during
working hours. Any member interested in obtaining a
copy may write to the company within the statutory
timelines.

• No Director of the company, including the Managing
Director or Whole-Time Director, is in receipt of any
commission from the company or its subsidiary
companies.

AUDIT COMMITTEE

The Company has an Audit Committee in compliance with
Section 177 of the Act and Regulation 18 of the Listing
Regulations. The composition, terms of reference and other
details of the Audit Committee are provided in the
'Corporate Governance Report'.

VIGIL MECHANISM

The company has implemented a Whistle Blower
Policy/Vigil Mechanism enabling directors, employees and
stakeholders to report concerns relating to unethical
behaviour, actual or suspected fraud, or violation of the
company's Code of Conduct or policies. The mechanism
provides adequate safeguards against victimisation and
provides direct access to the Chairman of the Audit
Committee in exceptional cases. The Audit Committee
periodically reviews the effectiveness of this mechanism.
The policy is available on the company's website at
https://www.morepen.com/public/img/pdf/Vigil-
Mechanism-Whistle-Blower-Policy.pdf.

RISK MANAGEMENT

The company has a structured mechanism to inform the
Board about risk assessment and risk minimisation
procedures and to periodically review management
controls. The company has formulated and adopted a Risk
Management Policy that outlines the process for
identification, assessment, mitigation, monitoring,

reporting and disclosure of risks.

The Board has constituted a Risk Management Committee
to oversee implementation and effectiveness of the
company's risk management framework. The Committee
reviews strategic, operational, financial, regulatory,
information technology, cybersecurity, environmental,
social, governance and other emerging risks that may
affect the company's business and long-term objectives.
The Board, through the Risk Management Committee, is
satisfied that the company's risk management framework is
adequate and commensurate with the nature, size and
complexity of its business.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 of the Act and the Listing
Regulations, the company has constituted a Nomination
and Remuneration Committee. Details of its composition,
terms of reference and salient features are provided in the
'Corporate Governance Report'. The company has adopted
a Nomination and Remuneration Policy for directors, Key
Managerial Personnel and other employees. The policy
provides guidelines for determining qualifications, positive
attributes and independence of a director, as well as
matters relating to remuneration, appointment, removal
and performance evaluation of directors and appointment,
removal and remuneration of key managerial personnel
and senior management personnel. The policy is available
at https://www. morepen.com/public/img/pdf/
Nomination -and-Remuneration-Policy.pdf.

AUDITORS AND AUDIT REPORTS
Statutory Auditors and Audit Report

At the 37*' Annual General Meeting held on 27 ^th September
2022, M/s. S. P. Babuta & Associates, Chartered
Accountants (Firm Registration No. 007657N), were
appointed as Statutory Auditors of the company for a term
of five consecutive years, from the conclusion of the 37^th
Annual General Meeting until the conclusion of the 42^nd
Annual General Meeting to be held in 2027. The Statutory
Auditors' Reports form part of the financial statements.

EXPLANATION TO AUDITORS REPORT

The notes to the financial statements referred to in the
Statutory Auditors' Reports are self-explanatory and do not
call for further comments. The Statutory Auditors' Reports
do not contain any qualification, reservation, adverse
remark or disclaimer requiring comment in this Report.
During the year, the Statutory Auditors did not report any
fraud committed against the company by its officers or
employees under Section 143(12) of the Act read with the
rules made thereunder.

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 of the Act read with the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Mr. Praveen Dua, Company Secretary,
Proprietor of M/s. P D and Associates, Company
Secretaries, was appointed at the 40*' Annual General
Meeting for a term of five consecutive years from financial
year 2025-26 to financial year 2029-30. The Secretarial
Audit Report is annexed as 'Annexure C' and forms part of
this Report.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The notes referred to in the Secretarial Auditors' Report are
self-explanatory and do not call for further comments. The
Report does not contain any qualification, reservation,
adverse remark or disclaimer. With respect to the
observations made at point no. (f) of the report, relating to
cancellation of shares pursuant to the order of the Hon'ble
NCLT, Chandigarh, the company has complied with the
said order; however, the stock exchanges have expressed
their inability to proceed with cancellation from the total
listed capital. The company is re-presenting the matter
before the stock exchanges for expeditious resolution. With
respect to the observation made at point no. (g) of the report
regarding appointment of Central Government nominee
directors on the Board, the requisite explanation is provided
at point no. (i) under the section titled 'Legal and Corporate
Matters' in this Report.

During the year, the Secretarial Auditor did not report any
fraud committed against the company by its officers or
employees under Section 143(12) of the Act read with the
rules made thereunder.

Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the cost accounting
records maintained by the company are required to be
audited by Cost Auditors. The Cost Audit Report for the
financial year 2025-26 does not contain any qualification,
reservation, adverse remark or disclaimer and shall be filed
with the Registrar of Companies in the prescribed form
within statutory timelines. M/s. Vijender Sharma & Co., Cost
Accountants, did not report any fraud committed against
the company by its officers or employees under Section
143(12) of the Act read with the rules made thereunder.

Based on the recommendation of the Audit Committee, the
Board of Directors has appointed M/s. Vijender Sharma &
Co., Cost Accountants, as Cost Auditor of the company for
the financial year ending 31^st March 2027 at a
remuneration of '2.50 Lakhs, subject to ratification by
members at the ensuing Annual General Meeting.

Internal Auditors and Internal Financial Controls

During the year under review, the Board was appointed
M/s. Harvinder & Associates, Chartered Accountants, as

Internal Auditors for the financial year ended 31^st March
2026. The company has an internal control system
commensurate with the size, scale and complexity of its
operations. The internal financial controls are adequate
and operating effectively to ensure orderly and efficient
conduct of business operations. The Statutory Auditors,
pursuant to Section 143(3)(i) of the Act, have reported that
the company has adequate internal financial controls in
place and that such controls are operating effectively. The
internal control measures ensure that the company's
financial statements are reliable and prepared in
accordance with applicable laws, thereby reinforcing the
integrity of its financial reporting processes.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The company is ranked outside top 1000 listed entities as
per market capitalization as of 31^st December 2025.
However, as per Regulation 3(2A) read with Regulation
3(2B) of Listing Regulations, compliance based on market
capitalization criteria continues unless the company
remains outside the applicable threshold for three
consecutive years.

The Business Responsibility and Sustainability Report, in
compliance with Regulation 34(2)(f) of the Listing
Regulations, is enclosed as 'Annexure D' and forms part of
this Annual Report.

SECRETARIAL STANDARDS

The company has established systems to ensure adherence
to applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central
Government. These systems facilitate compliance with
Section 118(10) of the Act relating to Secretarial Standards
on General and Board Meetings. The company
periodically reviews and updates its internal processes to
align with evolving standards and governance practices.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ('CSR') Committee of
the company has been constituted by the Board to monitor
implementation of CSR activities in accordance with Section
135 of the Act read with Schedule VII and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended. Based on the recommendation of the CSR
Committee, the Board has adopted a CSR Policy indicating
the activities to be undertaken by the company as
specified in Schedule VII. The composition of the CSR
Committee, CSR Policy, Annual Action Plan and CSR
initiatives undertaken during the year are annexed as
'Annexure E' and form part of this Report. The information
is also available on the company's website at
https://www.morepen.com.

HUMAN RESOURCES

A detailed review of Human Resources of the company is set
out in the Management Discussion and Analysis Report
forming part of this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The company has implemented a policy on Prevention,
Prohibition and Redressal of Sexual Harassment of Women
at Workplace in accordance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee
('ICC') has been constituted to receive and redress
complaints relating to sexual harassment. The policy sets
out a structured redressal and enquiry process and applies
to all women employees, including permanent, temporary,
contractual and trainee employees.

During the year under review, the company had received
one complaint of sexual harassment and dispose off said
complaint within prescribed statutory timelines. Pursuant to
the notification issued by the Ministry of Corporate Affairs
dated 30 ^th May 2025 amending the Companies (Accounts)
Rules, 2014 through the Companies (Accounts) Second
Amendment Rules, 2025, the requisite disclosures are as
under:

• Number of complaints of sexual harassment received
during the year: 1;

• Number of complaints disposed of during the year: 1;
and

• Number of cases pending for more than ninety days: Nil.

COMPLIANCE RELATING TO THE MATERNITY BENEFIT
ACT, 1961

The company is committed to upholding the provisions of
the Maternity Benefit Act, 1961, as amended, ensuring the
health, safety and dignity of its women employees. Eligible
women employees, including full-time, contractual and
temporary employees, are entitled to maternity benefits in
accordance with applicable law. For the first two children,
26 weeks of paid maternity leave is provided.

Full salary, including regular allowances, is paid during
maternity leave, and maternity-related healthcare is
covered under the company's Mediclaim Policy. The
company further supports working mothers through
nursing breaks and protection from hazardous work during
pregnancy and lactation. Women cannot be compelled to
work during rest hours, night shifts, or the six (6) weeks
immediately following delivery or miscarriage, unless they
voluntarily choose to.

The company prohibits any dismissal or adverse change in
employment conditions during maternity leave and
maintains records of maternity leave in accordance with
applicable requirements. The concerned department of the
company maintains thorough records of maternity leaves,
and any violations of these rights are treated with