Medicamen Biotech Ltd Directors Report

Dear Shareholders,

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

1. FINANCIAL HIGHLIGHTS

(Amount in Lakhs, except for EPS data)

Particulars	Standalone
	2024-25	2023-24
Revenue from operations	15,146.33	17,238.63
Other Income	622.51	230.26
Total Income	15,768.85	17,468.89
Profit Before Finance Cost, Depreciation and Tax	2,278.19	2,827.34
Finance Cost	(304.54)	(437.71)
Depreciation	(696.21)	(700.84)
Profit before exceptional items and tax	1,277.44	1,688.79
Exceptional Items	-	-
Profit Before Tax	1,277.44	1,688.79
Provision for Tax	363.95	421.69
Deferred Tax	(31.25)	(62.70)
Profit for the year	944.75	1,329.80
Return on Equity	7.43	10.50

 

Particulars	Consolidated
	2024-25	2023-24
Revenue from operations	16,254.72	17,930.62
Other Income	624.39	232.57
Total Income	16,879.10	18,163.19
Profit Before Finance Cost, Depreciation and Tax	2,010.22	2,456.60
Finance Cost	(315.61)	(439.72)
Depreciation	(706.61)	(709.32)
Profit before exceptional items and tax	988.00	1,307.56
Exceptional Items	-	-
Profit Before Tax	988.00	1,307.56
Provision for Tax	363.95	421.69
Deferred Tax	(31.52)	(63.53)
Profit for the year	655.57	949.40
Return on Equity	5.16	7.50

2. PERFORMANCE REVIEW

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

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

3. DIVIDEND

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

4. UNCLAIMED DIVIDEND

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

5. DIVIDEND DISTRIBUTION POLICY

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

6. SHARE CAPITAL

6.1 The Particulars of Share Capital of the Company are

as follows:
Particulars	Amount (in )
Authorized Share Capital (1,50,00,000 Equity Shares of 10 each)	15,00,00,000/-
Issued, Subscribed and Paid-up Share Capital (1,27,14,600 Equity Shares of 10 each)	12,71,46,000/-
Add: Allotment of Equity Shares on Preferential basis on April 24, 2025	8,48,215
Total Equity Shares	1,35,62,815

6.2 Shares allotted during the 2024-25:

a. Public Issue, Rights Issue and Preferential Issue:

No such shares were issued during the 2024-25.

b. Issue of Shares under ESOP

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

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

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

d. Issue of Sweat Equity Shares:

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

e. Issue of Bonus Shares:

No Bonus Shares were issued during the 2024-25.

f. Buy-back of Shares:

No shares were bought back during the 2024-25.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Medicamen Life Sciences Private Limited

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

Opal Pharmaceuticals Pty Ltd

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

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

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

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

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

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

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

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

10. MATERIAL CHANGES AFFECTING THE COMPANY

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

11. EARNINGS PER SHARE (EPS)

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

12. TRANSFER TO RESERVES

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

13. PUBLIC DEPOSIT

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

14. CONSOLIDATED FINANCIAL STATEMENTS

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

15. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

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

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

Financial Year	Amount of unclaimed dividend Transferred (?)	Number of shares transferred
2009-10	2,87,303.25	1,34,393
2017-18	3,41,788	64,968

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

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

Financial Year	Date of Declaration	Last date for claiming unpaid Dividend
2018-19	September 25, 2019	October 25, 2026
2019-20	September 25, 2020	October 25, 2027
2020-21	September 25, 2021	October 25, 2028
2021-22	September 27, 2022	October 27, 2029
2022-23	September 27, 2023	October 27, 2030
2023-24	September 26,2024	October 26, 2031

16. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

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

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Retirement by Rotation:

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

The Board has recommended his re-appointment.

Director(s) Disclosure

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

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

Independent Directors Declaration

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

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

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

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.

Certificate from company secretary in practice:

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

S. No	DIN	Name of the Directors	Category	Designation
1.	00317960	Mr. Rahul Bishnoi	Non-Executive	Chairperson
2.	08274190	Dr. Vimal Kumar Shrawat	Non-Executive	Non-Independent Director
3.	00325634	Mr. Ashwani Kumar Sharma	Non-Executive	Non-Independent Director
4.	00318015	Mr. Suresh Kumar Singh	Non-Executive	Non-Independent Director
5.	00121667	Mr. Sanjay Bansal	Non-Executive	Non-Independent Director
6.	01575625	Mr. Harish Pande	Non-Executive	Independent Director
7.	07031730	Mr. Arun Kumar	Non-Executive	Independent Director
8.	08218640	Ms. Sumita Dwivedi	Non-Executive	Independent Director
9.	08288998	Ms. Sangeeta Bishnoi	Non-Executive	Independent Director
10.	08462513	Dr. Ravi Kumar Bansal	Non-Executive	Independent Director

b. Meetings of the Board

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

c. Procedure for Nomination and Appointment of Directors:

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

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

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

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

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

Key Managerial Personnel (‘KMP):

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

• Mr. Rajesh Madan, Chief-Executive Officer

• Mr. Pratap Singh Rawat, Chief Financial Officer*

• Mr. Chandan Kumar, Chief Financial Officer**

• Ms. Parul Choudhary, Company Secretary Note :

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

18. BOARD OF DIRECTORS

a. Composition of the Board

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

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

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

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

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

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

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

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

f. Remuneration Policy

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

19. COMMITTEES OF THE BOARD

As required under the provisions of the Act and the SEBI

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

has the following committees:

• Audit Committee

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

Audit Committee comprising of 3 (Three) Directors

as below:

S. No	Name of the Director
1.	Mr. Harish Pande
2.	Mr. Arun Kumar
3.	Ms. Sumita Dwivedi

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

Nomination & Remuneration Committee

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

S. No	Name of the Director
1.	Mr. Harish Pande
2.	Mr. Arun Kumar
3.	Ms. Sumita Dwivedi

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

Risk Management Committee

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

S. No	Name of the Director
1.	Mr. Harish Pande
2.	Mr. Arun Kumar
3.	Ms. Sumita Dwivedi

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

Stakeholders Relationship Committee:

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

S. No	Name of the Director
1.	Mr. Harish Pande
2.	Mr. Arun Kumar
3.	Ms. Sumita Dwivedi

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

Corporate Overview

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

• Corporate Social Responsibility (CSR)

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

S. No	Name of the Director
1.	Mr. Harish Pande
2.	Mr. Suresh Kumar Singh
3.	Mr. Sanjay Bansal
4.	Mr. Rajesh Madan

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

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

21. AUDITORS

• Statutory Auditors

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

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

• Secretarial Audit

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

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

• Cost Auditor

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

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

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

• Internal Auditor

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

22. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

• Auditors Report:

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

• Secretarial Auditors Report:

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

• Instances of fraud reported by the Auditors:

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

• Annual Secretarial Compliance Report:

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

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

23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

24. CREDIT RATINGS

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

25. RELATED PARTY TRANSACTIONS

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

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

Corporate Overview

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. During the year under review there were no material related party contracts entered into by the Company requiring shareholders approval. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure C” in Form No. AOC-2 and the same forms part of this report.

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

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

26. RISK MANAGEMENT

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

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

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

27. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

28. GOVERNANCE, COMPLIANCE AND ETHICS

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

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

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

29. MANAGEMENT DISCUSSION & ANALYSIS

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

30. ANNUAL RETURN

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

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

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

34. SECRETARIAL STANDARDS

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

35. PERFORMANCE EVALUATION

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

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

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

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

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

iv. Effectiveness of the deliberations and process management;

v. Board/Committee culture and dynamics; and

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

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

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

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

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

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

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

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

38. PARTICULARS OF EMPLOYEES AND REMUNERATION

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

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

39. CORPORATE SOCIAL RESPONSIBILITY

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

40. GREEN INITIATIVE

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

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

41. CODE OF CONDUCT

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

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

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

43. DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

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

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

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multilayered security protocols for data storage and transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

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

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

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

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

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

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

45. ACKNOWLEDGEMENT

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

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

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

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

By the Order of the Board Medicamen Biotech Limited

Sd/-

Rahul Bishnoi

Place: New Delhi Chairman

Date: August 12, 2025 DIN-00317960