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

Financial RoQiiltQ In lanc^

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.

Change in Share Capital

I. Authorized Share Capital

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.

II. Paid-up Share Capital

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.

Shares with Differential Voting Rights and sweat equity shares

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

Fund raising through QIP and Utilization.

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.

ESOP issuance

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.

Statutory Disclosures:

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:

Employee-wise details of options granted during FY 2024-25

Dividend

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
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.polvmedicure.
com/wp content/uploads/2020/09/Dividend-Distribution-Policypdf

Transfer to Reserves

The Board of Directors has proposed to transfer ' 2,500.00 lacs to
General Reserves out of the profit available for appropriation.

Subsidiaries and Associate

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.

• Planl 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 31^st December, 2024 against
' 6,486.96 lacs in the previous year.

• Planl 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 31^st 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 04^th
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 31^st 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

Transfer of Unpaid/Unclaimed Dividend Amounts to Investor
Education and Protection Fund

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.

Directors

I. Retirement by rotation and subsequent re- appointment

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 25^th Annual General
Meeting held on 29^th 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 30^th AGM.

Based on the recommendations made by the NRC as above,
the Board of Directors, at its meeting held on 08^th 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 35^th 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 30^th 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.

IV. Appointment of Independent Director during the FY 2024¬
2025

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 29^th
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

Key Managerial Personnel

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.

Material Changes and Commitments Affecting the Financial
Position

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.

Public Deposits

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.

Audit Committee

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.

Board Evaluation

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.

Secretarial Standards

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).

Directors' Responsibility Statement

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.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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.

Policy on Directors' Appointment and Remuneration

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.

Annual Return

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

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

At the 29^th 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 the 34^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
the 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.

Cost Auditor

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.

Secretarial Auditor

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. PK. 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. PK. Mishra & Associates,
Company Secretaries as Secretarial Auditors of the Company is
being placed in the Notice of 30^th Annual General Meeting.

Business Responsibility and Sustainability Report (BRSR)

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

Particulars of Loans, Guarantees or Investments under Section 186

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.

Unsecured Loan From Directors:

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

Particulars of Contracts or Arrangements with Related Parties

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.

Fixed Deposits

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.

Corporate Social Responsibility

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/7wp-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.

Vigil Mechanism/ Whistle Blower Policy:

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

Prevention of Sexual Harassment at Workplace

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.

Maternity Benefit Act, 1961

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.

Details in respect of Adequacy of Internal Financial Controls with
reference to the financial statements

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 of
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.

Particulars of Employees pursuant to Section 197(12)

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.

Quality and Certification

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

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.

We 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

Risk Management

Our company acknowledges that risk is inherent in business and
is committed to proactive and efficient risk management. We
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.

Global Economic Volatility Risk

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.

Business and Regulatory Risk

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 and
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.

Foreign Exchange Risk

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.

Competition Risk

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
price 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.

Human Resources Risk

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.

Corporate Governance

Public listed companies are required under the SEBI Listing
Regulations to prepare and circulate to their shareholders audited
annual 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
the Managing Director is annexed with this Report.

Management Discussion and Analysis 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.

Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

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.

Green Initiatives and Reduced Carbon Footprints

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 and
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.

Significant and material orders passed by the Regulators or Courts

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.

Other Disclosures

S 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.

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

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

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

S No settlements have been done with banks or financial
institutions.

Acknowledgements & Appreciation

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.

For and on behalf of Board of Directors

08^th August, 2025 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director