Adeshwar Meditex Ltd Management Discussions

Introduction:

Managements discussion and analysis ("MD&A") focuses on significant factors that have affected Adeshwar Meditex Limited (the "Company") and such factors that may affect its future performance. This MD&A should be read in conjunction with the audited financial statements and notes, and is intended to help stakeholders assess the companys financial health, growth potential, and long-term strategy. All amounts are expressed in lacs unless otherwise indicated.

As a company operating in the healthcare and medical industry, Adeshwar Meditex Limited remains focused on delivering innovative solutions, improving patient outcomes, and ensuring operational excellence across our core segments.

Our vision is to be global leaders in the field of sterile surgical wounddressings guided by an unwavering commitment to significantly improve ourproduct offerings through innovation. We will continuously strive to offerdifferentiated products of high-quality, focused on patient needs.Our vision to grow will be through our efforts to explore business developmentin the local and export markets diligently following our laid down principles ofmaintaining international standards of good manufacturing practices, quality, R & D, timelydelivery and competitive prices.

Wound Dressing Market:

The global wound care market continues to expand, driven by rising incidences of chronic and surgical wounds and a shift toward advanced and intelligent dressing solutions.Advanced dressing submarkets?including hydrocolloid, hydrogel, foam, and antimicrobial products ?are particularly dynamic, fueling growth with higher healing efficacy, patient comfort, and outpatient suitability.Emerging technologies such as telehealth-compatible "smart" dressings and sustainable, eco-friendly materials are transforming product portfolios and market trajectories.

In FY 2024-25, the wound dressing market in India is valued at approximately USD 521.9 million and is projected to grow at a CAGR of 6.1% through 2030, outpacing the global average CAGR of 4.1% for the same period. Within India, the advanced wound dressing segment is particularly strong, with an estimated CAGR of 6.5%, while interactive (semi-permeable film) dressings are growing at 6.6% CAGR. In comparison, the global wound dressing market stood at USD 14.2 billion in 2023 and is expected to reach USD 18.8 billion by 2030. The Asia-Pacific region, led by India and China, remains the fastest-growing globally with a projected CAGR of 7.5%, positioning India as a critical growth hub for innovative and cost-effective wound care solutions.

Other factors that may contribute to the growth of the wound care market in India include: Rising chronic diseases burden, increasing surgical procedures, expansion of healthcare infrastructure, and rapidly growing medical tourism industry.

In FY 2024-25, the Medicare and pharmaceutical market in India is poised for strong growth, presenting numerous opportunities across manufacturing, innovation, and service delivery. The countrys expanding population, increasing incidence of chronic diseases, and rising health awareness are driving sustained demand for affordable and accessible medicines. Government initiatives such as the Jan Aushadhi Scheme, PLI (Production-Linked Incentive) for pharmaceuticals, and expanded coverage under Ayushman Bharat are further accelerating the penetration of generic and specialty drugs, especially in underserved rural and Tier 2/3 cities. Additionally, Indias position as a global hub for low-cost, high-quality pharmaceutical production makes it a key destination for contract manufacturing and exports. Rapid digitization, adoption of e-pharmacy platforms, and investment in R&D for biosimilar, complex generics, and novel drug delivery systems are also reshaping the market landscape. With favorable regulatory reforms and rising foreign investments, FY 2024-25 represents a critical period of opportunity for stakeholders in both domestic and international Medicare and pharma sectors.

Threats:

While the Medicare and pharma market in India shows strong growth, several threats persist in FY 2024-25. Regulatory challenges, including strict price controls and evolving compliance norms, can impact profitability. Heavy dependence on imported APIs exposes the industry to supply chain risks, while intense competition in the generics space leads to price erosion. Quality concerns and global scrutiny also threaten export credibility. Additionally, limited rural healthcare infrastructure and low per capita spending may restrict access to advanced therapies in underserved areas.

CHANGES IN KEY FINANCIAL RATIOS:

Pursuant to provisions of Regulation34 (3) of SEBI (LODR) Regulation, 2015 read with Schedule V Part B(1) details of changes in Key Financial Ratios is given hereunder:

S. NO.	Key Financial Ratio	FY 2024-25	FY 2023-24
1.	Debtors Turnover Ratio	2.78	3.00
2.	Inventory Turnover Ratio	2.77	2.51
3.	Interest Coverage Ratio	3.40	2.62
4.	Current Ratio	1.98	2.00
5.	Debt Equity Ratio	0.95	0.83
6.	Operation Profit Margin	4.71%	5.63%
7.	Net Profit Margin	0.0247	0.0251
8.	Change in Return on Net Worth	0.1006	0.1241

*Previous years Figures have been regrouped / rearranged wherever necessary Risks and concerns:

The nature and the magnitude of the risks associated with the Company are reviewed and placed before the Board periodically. Various measures for modernization have been introduced to reduce the dependency of labour, which also ensures optimum capacity utilization & quality outputs.

Health, safety and Security Environment:

Our Company has always been adopting all possible safety measures concerning the health and safety of the Workers and staffs at all levels. This has improved the morale among the workers and staffs and also the working environment at large.We believe in maintaining the highest ethical standards to strive towards better health forpatients worldwide through leading innovation in sterile surgical wound dressings andmedical disposables.

Human Resources/Industrial Relations:

Employer-Employee relations continued to remain cordial during the year at all the units of the Company. Necessary measures are being adopted to improve the life, work culture, productivity, efficiency and effectiveness of the workers and staff at all levels. Even under the situation of Non availability of skilled manpower, the costs of recruiting, training and deploying trained labour still remains a major constraint to the Company.

Financial Performance with respect to operational performance:

The Financial performance of the Company for the year 2024-25is described in the Directors Report under the head operations.

Cautionary Statement:

Statement in this Management Discussion and Analysis Report, Describing the Companys objectives, estimates and expectations may constitute Forward Looking Statements within the meaning of applicable laws or regulations. Actual results might differ materially from those either expressed or implied.

	For & on behalf of the Board of Directors of Adeshwar Meditex Limited
Place: Mumbai Date: August 25, 2025	Sd/- Ashalata Raut Managing Director [DIN: 02608730]	Sd/- Nagaraja Rao Abhinandan Whole-time Director [DIN: 08677161]

Nomination and Remuneration Policy Preamble

Pursuant to Section 178 of the Companies Act, 2013 and the Rules framed thereunder (as amended from time to time) (the "Act") and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) (the "SEBI Listing Regulations"), the Board of Directors of every listed company is required to constitute the Nomination and Remuneration Committee.

I. Objective

In order to comply with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company (the "Committee") had formulated this policy (the "Policy").

The key objectives of the Policy are as follows:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board of Directors of the Company (the "Board"), policies relating to the remuneration (payable in whatever form) of the Directors, Key Managerial Personnel and other employees.

b. To formulate criteria for evaluation of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

d. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

e. To devise a Policy on Board Diversity.

f. To develop a succession plan for the Board and to regularly review the plan.

g. To determine whether to extend or continue the term of appointment of the Independent Director(s), on the basis of the report of performance evaluation of Independent Directors.

II. Definitions

a. "Act" means the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time.

b. "Board" means the Board of Directors of the Company.

c. "Directors" shall mean Directors of the Company.

d. "Key Managerial Personnel" or "KMP" means:

in relation to a Company as defined sub-section 51 of Section 2 of the Companies Act, 2013, means and includes:

(i) the Chief Executive Officer or the Managing Director or the manager;

(ii) the Company Secretary;

(iii) the Whole-Time Director;

(iv) the Chief Financial Officer;

(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and

(vi) such other officer as may be prescribed

e. "Senior Management" shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include Company Secretary and Chief Financial Officer.

f. "Independent Director" means a director referred to in Section 149(6) of the Act.

III. Appointment and removal of Directors, KMPs and Senior Management

a. Appointment criteria and qualifications:

i. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.

ii. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has the discretion to decide whether qualifications, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

iii. The Company shall not recommend or appoint or continue the employment of any person as the Managing Director, Whole-time director or Manager within the meaning of the Act, who has attained the age of 70 (seventy) years. Provided that the appointment of such a person who has attained the age of 70 (seventy) years shall be made with the approval of the Shareholders by passing a special resolution, based on the explanatory statement annexed to the notice for the Meeting of the Shareholders for such motion indicating the justification for appointment or extension of appointment beyond the age of 70 (seventy) years.

b. Term / Tenure:

i. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding 5 (five) years at a time. No re-appointment shall be made earlier than 1 (one) year before the expiry of term.

c. Independent Director:

i. An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report.

ii. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 (three) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 (three) years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

iii. At the time of appointment of Independent Director(s) it should be ensured that number of Boards on which such Independent Director serves is restricted to 7 (seven) listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act or the SEBI Listing Regulations.

d. Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular intervals (yearly).

The evaluation of performance of the Board, its Committees and Individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

The evaluation of independent directors shall be done by the entire board of directors which shall include -

(a) performance of the directors; and

(b) fulfillment of the independence criteria as specified in these regulations and their Independence from the management:

Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.

e. Removal:

Due to reasons for any disqualification mentioned in the Act or under any other applicable law, rules and regulations, thereunder, the Committee may recommend, to the Board with reasons to be recorded in writing, removal of a Director, KMP or Senior Management, subject to the provisions and compliance of the said Act, such other applicable law, rules and regulations.

f. Retirement:

The Directors, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

g. Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management:

i. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the Shareholders of the Company and Central Government, wherever required.

ii. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down as per the provisions of the Act.

iii. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director or as laid down as per the provisions of the Act.

h. Remuneration to Whole-time / Executive / Man aging Director, KMP and Senior Management:

i. The Whole-time / Executive / Managing Director / KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including but not limited to, employers contribution to Provident Fund (P.F.), Superannuation Fund, Pension Scheme, medical expenses, club fees, leave travel allowance, etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the Shareholders and Central Government, wherever required.

ii. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time / Executive / Managing Director in accordance with the provisions of Section 197 of the Act and Schedule V to the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

iii. Provisions for excess remuneration:

If any Whole-time / Executive / Managing Director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

i. Remuneration to Non- Executive / Independent Director:

1) Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions of the Act and the Rules made thereunder for the time being in force.

2) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of the Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3) Limit of Remuneration/Commission:

Remuneration/ Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

4) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

IV. Membership:

a) The Committee shall comprise of at least (3) Directors, all of whom shall be non-executive Directors and at least half shall be Independent Directors.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Act and the SEBI Listing Regulations.

c) The quorum for the Meeting of the Nomination and Remuneration Committee shall either be two members or one third of the total strength of the Committee, whichever is higher (including at least one independent director in attendance).

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.

V. Chairperson

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the annual general meeting or may nominate some other member to answer the shareholders queries.

VI. Frequency of Meetings:

The Nomination and Remuneration Committee shall meet at least once a year.

VII. Committee members interests:

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VIII. Secretary:

The Company Secretary of the Company shall act as Secretary of the Committee.

IX. Duties of the Nomination & Remuneration Committee

Duties with respect to Nomination:

The duties of the Committee in relation to nomination matters include:

> Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

> Ensuring that on appointment to the Board, Independent Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

> Identifying and recommending Directors who are to be put forward for retirement by rotation.

> Determining the appropriate size, diversity and composition of the Board;

> Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

> Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

> Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

> Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

> Delegating any of its powers to one or more of its members or the Secretary of the Committee;

> Recommend any necessary changes to the Board; and

> Considering any other matters, as may be requested by the Board.

Duties with respect to Remuneration:

The duties of the Committee in relation to remuneration matters include:

> to consider and determine the remuneration policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

> To recommend and approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the Company.

> to delegate any of its powers to one or more of its members or the Secretary of the Committee.

> to consider any other matters as may be requested by the Board.

X. Minutes of Committee Meeting

Proceedings of all Meetings must be minuted and signed by the Chairperson of the Committee at the subsequent Meeting. Minutes of the Committee Meetings will be tabled at the subsequent Board and Committee Meeting.

XI. Deviations from this Policy

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

XII. Amendment:

Any change in the Policy shall be approved by the Board of Directors or any of its Committees (as may be authorized by the Board of Directors in this regard). The Board of Directors or any of its authorized Committees shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board or its Committee in this respect shall be final and binding. Any subsequent amendment / modification in the Listing Regulations and / or any other laws in this regard shall automatically apply to this Policy.

	For & on behalf of the Board of Directors of Adeshwar Meditex Limited
	Sd/-	Sd/-
	Ashalata Raut	Nagaraja Rao Abhinandan
	Managing Director	Whole-time Director
	[DIN: 02608730]	[DIN: 08677161]
Place: Mumbai Date: August 25, 2025