Medi Caps Ltd Directors Report

Dear Shareholders,

Medi-Caps Limited

Your Director hereby presents the 42^nd Annual Report of the Company for the financial year ended March 31, 2025, along with the Audited Standalone and Consolidated Financial Statements and Auditors Report thereon.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

The standalone and consolidated financial statements of the Company for the financial year ended 31 ^st March 2025 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time. The following table shows the operational results of the Company for the Financial Year 2024-25 as compared that of previous year:

(Amount in Lakhs except EPS)

	Standalone		Consolidated
Particulars	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Total Income	297.91	731.26	2820.66	2782.01
Total Expenditure Before Interest and Depreciation	253.40	232.52	2730.47	2737.96
Profit/Loss before Interest, Depreciation & Tax (EBIDTA)	44.51	498.74	90.19	44.05
Less: Interest	0.00	0.00	2.48	0.00
Less: Depreciation	16.01	16.01	171.82	168.65
Profit/Loss before Tax	28.50	482.73	(84.11)	(124.60)
Less:
(a) Current Tax	0.00	95.00	0.00	95.00
(b) Earlier year (excess)/short provision for tax written back	(25.56)	0.00	(25.56)	5.56
(c) Deferred Tax	(1.45)	(1.09)	(1.45)	(1.09)
Profit/ Loss for the period from continuing operations	55.51	388.82	(57.10)	(224.07)
Profit/Loss from discontinued operations	0.00	0.00	0.00	0.00
Profit/Loss for the period	55.51	388.82	(57.10)	(224.07)
Other Comprehensive Income	29.95	149.36	86.43	465.27
Total Comprehensive Income for the period comprising Profit/(Loss)	85.46	538.18	29.33	241.20
EPS (Equity Shares of INR 10/- each) (in INR) Basic and Diluted (for continuing and discontinued operations)	0.45	3.12	(0.46)	(1.80)

STATE OF COMPANYS AFFAIRS AND REVIEW OF OPERATIONS

In the financial year 2024-25 the Company, on a standalone basis, earned total income of INR 297.91 Lakhs and generated a profit after tax (Before Comprehensive Income) of INR 55.51 Lakhs. Further on a consolidated basis, the Company has earned a total income of INR 2820.66 Lakhs and incurred a loss (Before Comprehensive Income) of INR 57.10 Lakhs. The consolidated financials reflect the cumulative performance of Medi-Caps Limited along with its wholly owned subsidiary i.e. Medgel Private Limited.

2. CHANGE IN REGISTERED OFFICE

During the financial year 2024-25, Members in their 41^st Annual General Meeting held on 26^th September, 2024 approved the shifting of the registered office of the Company from Mhow - Neemuch Road, Sector 1, Pithampur - 454775, Dist. Dhar (M.P.) to 201, Pushpratna Paradise 9/5 New Palasiya, Indore (M.P.) 452001, w.e.f. 01^st October, 2024.

3. ANNUAL RETURN

Pursuant to Section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of annual return for Financial year 2024-25 is applicable to the Company and the same is available on the website of your Company

i.e. https://www.medicaps.com/upload/Draft-MGT-7 Annual-Return.pdf

4. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND GENERAL MEETING

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. The notice of the Board Meeting is given in advance to all the Directors. The agenda of the Board/ Committee meetings is circulated at least 07 (seven) days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The details of the number of meetings of the Board and its Committees held during the Financial Year 2024-25 forms part of the Corporate Governance Report. Further, 41^st Annual General Meeting of the Company for the Financial year 2023-2024 was held on Thursday, 26^th September 2024 and no Extra Ordinary General Meeting of the Company was held during the financial year 2024-25.

5. DIVIDEND

The Board has not recommended any dividend for the financial year 2024-25, as the profit earned during the year is considered inadequate. The available surplus has been retained to strengthen the financial position of the company and to meet future business requirements.

6. AMOUNT TRANSFERED TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

7. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not Applicable, Since Company has not accepted any deposit; therefore, the question does not arise regarding noncompliance with the requirement of Chapter V of the Companies Act, 2013.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2 (31) of the Companies Act, 2013 read with Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2024-25.

8. SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES OF THE COMPANY

The Company continues to have one Wholly Owned Subsidiary i.e. Medgel Private Limited. Further, the Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2024-25. Further, there are no companies that have become/ceased to be subsidiary, associate or joint venture of the Company during the financial year 2024-25.

During the financial year, your Board of Directors has reviewed the affairs of the subsidiary. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing inter alia the audited standalone and the consolidated financial statements of the Company for the financial year ended 31st March, 2025, along with relevant documents has been placed on the website of the Company, www.medicaps.com. Further, audited financial statements of the subsidiary company have also been placed on the website of the Company https://www.medicaps.com/subsisiary company.php.

In terms of Section 136 of the Companies Act, 2013 (‘the Act), the Financial Statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not given any loans/advances to the subsidiary of the Company.

MATERIAL SUBSIDIARY

Medgel Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI Listing Regulations). The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website at: https://www.medicaps.com/upload/Policv-for-determining-Material-Subsidiarv-f.pdf

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31^st March, 2025, have been prepared in accordance with applicable IND AS 110- “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs and as per general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of the Annual Report.

10. DETAILS OF BOARD OF DIRECTORS AND KMPs

The composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

a) Constitution of the Board

As on 31^st March 2025 Board of Directors comprises of a total of 06 (Six) Directors namely:

S.N. Name of Directors	DIN	Designation
1 Mr. Ramesh Chandra Mittal	00035272	Chairman and Non-Executive Non-Independent Director
2 Mr. Alok K. Garg	00274321	Managing Director
3 Mrs. Kusum Mittal	00035356	Non-Executive Woman Director
4 Mr. Ashok Agrawal Omprakash	07870578	Independent Director
5 Mr. Dharmendra Solanki	09055239	Independent Director
6 Mr. Gajendra Singh	10253991	Independent Director

The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

b) Change in Directors

During the financial year 2024-25, second and final term of Mr. Pramod Fatehpuria (DIN: 00972389) Independent director, has been completed, consequently he ceased/retired from the directorship of the Company w. e. f. the close of business hours on 28^th May, 2024. Your Board places on record his deep appreciation of the valuable contribution made by him during his tenure as Independent Director of the Company.

Further during the current financial year 2025-26, on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 05^th August, 2025 approved the re-appointment of Mr. Dharmendra Solanki (DIN: 09055239) as a Non-Executive Independent Director of the Company for a second term of five years w.e.f. 05^th February, 2026 to 04^th February, 2031 subject to approval of the shareholder in ensuing AGM.

c) Board Independence

Our definition of ‘Independent Director is derived from Regulation 16(1 )(b) of SEBI Listing Regulations and Section 149 (6) of the Companies Act, 2013. As on 31^st March 2025, the Company is having following 03 (Three) Independent Directors:

1. Mr. Ashok Omprakash Agrawal : DIN: 07870578

2. Mr. Dharmendra Solanki : DIN: 09055239

3. Mr. Gajendra Singh : DIN: 10253991

d) Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Kusum Mittal (DIN: 00035356), Non-Executive Director retires by rotation at the ensuing 42^nd Annual General Meeting and being eligible offers herself for re-appointment. Your directors have recommended her appointment for approval of shareholders, in the ensuring Annual General Meeting of the Company.

e) Key Managerial Personnel

As on 31^st March, 2025, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Alok K. Garg (DIN: 00274321), Managing Director.

2. Mr. Abhishek Jain, Company Secretary and Compliance Officer;

3. Mr. Hemant Sethi, Chief Financial Officer.

f) Change in the Key Managerial Personnel

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

Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the directors is disqualified from holding office as director.

11. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declarations as required under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of SEBI Listing Regulations stating that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the required expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All Independent Directors of the Company have already cleared an online proficiency self-assessment test conducted by IICA.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that-

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

c. The Directors had 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 had prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 12^th February, 2025. The meeting was conducted in an informal manner without the presence of the Chairman, Managing Director and Non-Executive Non-Independent Directors of the Company.

15. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. Policy of the Company has been given at the website of the Company at Remuneration-Policy.pdf (medicaps.com) The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.

A) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors. The performance of the Board was evaluated by the Board after seeking input from all the directors because of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Company has devised a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation and domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Performance Evaluation Criteria for Independent Directors:

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments. Further details are reported in the Corporate Governance Report.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, the Board has not appointed any Independent Director in the Company. However, in the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

B) FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The details of program for familiarization of Independent Directors of the Company is available on Companys website at https://www.medicaps.com/upload/Familiarization-policv-2024-25.pdf

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 read with Schedule V of the SEBI Listing Regulations disclosure on particulars relating to Investment are stated in Note No. 3 & 6 of Standalone Financial Statement. Further your company has not given any loan or advances in nature of loan to any other Body Corporate or person. During the financial year no new investment made by the company in securities. However, details of outstanding investments in securities are disclosed as under:

(Amount in Lakhs)

Name of the Company	Nature of Transactions	Investment made/ Guarantee/ Loans Provided	Closing value as on 31st March, 2025
Medgel Private Limited (Wholly Owned Subsidiary) (CIN: U24239MP2007PTC019204)	Non-Current	Investment	4282.35
Natural Capsules Limited (CIN: L85110KA1993PLC014742)	Non-Current	Investment	0.18
Mutual Funds & SIP	Current	Investment	1297.99

*The investments are reported as per relevant Ind-As.

The above-mentioned investments are within the limits as specified under Section 186 of the Companies Act, 2013

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In line of the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy of RPT is available on the Companys website https://medicaps.com/upload/RPT Policy Medicaps.pdf

During the year under review, all related party transactions entered by the company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. There were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS- 24 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report 2024-25.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

S. No. Particulars	Details
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy	Not applicable as there was no such business operation
(ii) The steps taken by the company for utilizing alternate sources of energy	Not applicable as there was no such business operation
(iii) The capital investment on energy conservation equipment	Nil
(B) Technology Absorption
(i) The efforts made towards technology absorption	Not Applicable
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)	The Company has neither purchased within India nor imported any technology.
(iv) The expenditure incurred on Research and Development	The Company has not incurred any expenditure on Research and Development during the year under review.
(c) Foreign Exchange Earnings and Outgo	During the year under review, there was neither inflow nor outflow of foreign exchange.

19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board is expected to play an important role in establishing the control environment, including clarity of expectations regarding integrity and ethics and adherence to codes of conduct and creating clear accountability for performance of internal control responsibilities. The Companys Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board review these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified because of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. The company has laid down adequate systems and well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for periodically checking and monitoring the internal control measures.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companys internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

20. CORPORATE SOCIAL RESPONSIBILITY

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135 (1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

21. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES

The Disclosure requirements pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, given in the “ANNEXURE-B” and forms an integral part of Board Report.

During the year, none of the employees is drawing remuneration of more than INR 102.00 Lakhs or more per annum or INR 8.50 Lakhs per month for part of the year. Further, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to date, containing details prescribed under rule 5 (3) of the said rules, are available at Corporate Office of the Company. In terms of Section 136 (1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at investors@medicaps. com.

Pursuant to Section 197(14) of the Companies Act, 2013, during the financial year, none of the directors of the Company received any commission from the company nor received any remuneration or commission from the wholly owned subsidiary company. However, No Director was disqualified for receiving any remuneration or commission from the Company/Wholly Owned Subsidiary Company during the period under review.

22. REPORT ON CORPORATE GOVERNANCE

Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance with the conditions of the Corporate Governance, forms part of the Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report.

24. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy also provides adequate protection to the Directors and employees who report unethical practices and irregularities from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companys website at the whistle-blower-policy.pdf (medicaps.com)

During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

25. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed L.N. Joshi & Co., Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed Joshi Sahay and Company, Company Secretaries, Indore (Unique Code Number: P2025MP322400 and Peer Review Certificate No.: 6873/2025) as the Secretarial Auditors of your Company subject to approval of members in ensuing 42^nd Annual General Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-30 at such remuneration as shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

The Report of the Secretarial Auditor for the year 2024-25 is annexed herewith as “ANNEXURE-C” and forms an integral part of this report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:

Secretarial Auditor Observations	Management comments
There are 3 (Three) charges which were satisfied long back but no evidence of the satisfaction was produced before me and these charges are shown in the Index of Charges at the portal of MCA.	The matter is very old, and the company is in continuous follow up with the ROC for deletion of the charge ID, however, in absence of the adequate evidence for filing of the Form-17 /CHG-4 (under the Companies Act, 1956), these charges could not be removed from MCA Portal.

26. SECRETARIAL AUDIT OF MATERIAL UNLISTED WHOLLY OWNED SUBSIDIARY COMPANY

Medgel Private Limited, a material wholly owned subsidiary of the Company, undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Medgel Private Limited for the Financial Year 2024-25 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Medgel Private Limited submitted by L.N. Joshi & Company, Company Secretaries is annexed as ANNEXURE-D and forms an integral part of this Report.

27. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2024-25 has been submitted to the stock exchange within the prescribed time.

28. STATUTORY AUDITORS

Rawka & Associates, Chartered Accountants (FRN: 021606C), were re-appointed as Statutory Auditors of your Company in the 39^th Annual General Meeting held on 28^th September 2022, for another term of five consecutive years from the conclusion of 39^th Annual General Meeting up to the conclusion of the 44^th Annual General Meeting to be held for the financial year 2026-27.

The Auditors Report and the notes on financial statement for the year 2024-25 referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Government covered under Section 134 (3) (ca) of the Companies Act, 2013. Further, the Auditors have not found any fraud as required to be reported by them under Section 143(12) to the Central Government during the year 2024-25.

29. INTERNAL AUDITOR

The Board of Directors in their meeting held on 23^rd May 2024 on the recommendation of Audit Committee approved the appointment of Praveen Shrivastava & Company, Chartered Accountant, as an Internal Auditor of the Company for the financial year 2024-25.

Further during the financial year 2024-25, the Company took their suggestions and recommendations to improve and strengthen the internal control systems. Their scope of work includes review of operational efficiency, effectiveness of systems and processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

30. COST AUDITOR AND RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit and Records was not applicable to the Company during the year 2024-25.

31. MD/CFO CERTIFICATE

The Managing Director and CFO of your Company have issued the necessary certificate pursuant to the provisions of Regulation 17 (8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. CODE OF CONDUCT

Pursuant to Regulation 17 (5) of the SEBI Listing Regulations requires listed companies to lay down a Code of Conduct for its Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the Company at http://medicaps.com/upload/code-of-conduct-PIT.pdf.

All Directors and Senior Management personnel have affirmed compliance with the Code for 2024-25. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

33. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of the Company from time to time so that management controls the risk through a structured network. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board is entrusted with the task of monitoring and reviewing the Risk Management Plan and procedures of the Company. This acts as a supplement to the Internal Control Mechanism and Audit function of the Company.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Boards report.

35. ENVIRONMENT AND SAFETY

Safety is your companys topmost priority with primary focus on developing a safety culture among employees. Your Companys policy requires conduct of operations in such a manner, to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. Further the Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The status of the complaints filed, disposed of and pending during the financial year 2024-25 is given below: -

S. N. Particulars	No. of Complaints
a Number of Complaints of Sexual Harassment received in the year	Nil
b Number of Complaints disposed during the year	Nil
c Number of cases pending for more than ninety days	Nil

37. LISTING OF SHARES WITH STOCK EXCHANGE

The Companys shares are listed on BSE Limited, and the Company is regular in payment of the Listing Fees. There was no suspension of trading during the year under review.

38. INSURANCE

The Companys movable assets are adequately insured against the risk, as consider necessary by the Management from time to time.

39. DEPOSITORY SYSTEM

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

40. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

41. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANYS OPERATION IN FUTURE.

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

42. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY:

Pursuant to provision of Rule 9 (4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Accordingly, the Company has appointed Mr. Abhishek Jain (ACS: 36699), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.

43. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

> The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

> As on 31^st March 2025, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> There was no change in capital structure of the Company. Further the Company has not issued any Shares (including Sweat Equity Shares) to employees of the Company under any Scheme and not made any Stock Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34 (2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending 31^st March 2025.

> No application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Boards Report of the Company during the year under review.

> Since the total number of employees of the Company is below the prescribed threshold, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.

44. ACKNOWLEDGEMENT AND APPRECIATION

Your directors thank and acknowledge the continuous co-operation and assistance extended by all the stakeholders, our employees and the various customers.

DATE: 05th AUGUST, 2025	BY ORDER OF THE BOARD OF DIRECTORS
PLACE: INDORE	FOR MEDI-CAPS LIMITED
	RAMESH CHANDRA MITTAL	ALOK K. GARG
	CHAIRMAN & DIRECTOR	MANAGING DIRECTOR
	DIN: 00035272	DIN: 00274321