Medicamen Organics Ltd Directors Report

During the financial year ended March 31, 2026, the Company witnessed a decline in its financial performance primarily on account of challenging domestic and international market conditions, which adversely impacted demand and business operations. Revenue from operations on a standalone basis decreased from INR 3,708.77 lakhs in the previous financial year to INR 2,164.80 lakhs during the year under review, reflecting a subdued business environment and cautious customer spending.

In addition to the prevailing market challenges, the Company pursued strategic initiatives towards expanding its international presence through its subsidiary, Grande Etoile Pharmaceuticals Limited. As part of this expansion strategy, the subsidiary commenced operations in Mauritius with the launch of a portfolio of cosmetics and skincare products on July 11, 2025.

During the year under review, initial expenditure was incurred in connection with business development, market entry and operational activities relating to the said expansion. These initiatives, together with the challenging business environment and lower revenue from operations, impacted the Companys profitability during the year. Accordingly, the Company reported a standalone loss after tax of INR 304.54 lakhs for the Financial Year ended March 31, 2026.

The Board believes that the initiatives undertaken through the Companys subsidiary, Grande Etoile Pharmaceuticals Limited, form part of the Companys broader strategy to explore international market opportunities and diversify its product portfolio. The commencement of operations in Mauritius represents a step towards strengthening the Companys overseas presence, subject to market conditions, regulatory requirements and business performance.

The management remains focused on improving operational efficiencies, strengthening the Companys core pharmaceutical formulations business, optimising working capital and pursuing growth opportunities in a prudent and sustainable manner. The Company will continue to evaluate domestic and international opportunities with due regard to commercial viability, regulatory compliance and long-term stakeholder value.

During the Financial Year under review, there was no change in the main nature of business of the Company. However, as part of its strategic expansion and diversification initiatives, the Company, through its subsidiary, Grande Etoile Pharmaceuticals Limited, expanded into the beauty and personal care segment, including skincare, hair care, intimate hygiene and cosmetics products.

In view of the losses incurred by the Company, the Board of Directors of the Company have decided not to recommend any dividend for the Financial Year ended on March 31, 2026.

There were no material changes affecting the financial position of the Company between the close of the Financial Year and the date of this report, except those disclosed in the Financial Statements for the Financial Year ended on March 31, 2026.

The Company has not transferred any amount to the general reserve for the year ended March 31, 2026. This choice underscores a thoughtful and prudent assessment of our current requirements, highlighting a deliberate, forward-looking approach to resource allocation that ensures adequate liquidity to support business expansion, working capital needs, and strategic investments. Closing Balance of Standalone Reserves and Surplus is INR 1663.97 Lakhs.

During the Financial Year ended on March 31, 2026, the Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (the "Act"), read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

Pursuant to the amendments in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form shall not be processed by the Company. In case of requests for transmission, transposition, issue of duplicate share certificate, renewal/exchange of securities certificate, endorsement, issuances of securities under consolidation of securities certificates/folios, will be processed only in demat form except for the transfer of securities which were purchased/sold prior to April 1, 2019, whether rejected/returned due to deficiency in the documents or not, such transfer can be relodged with requisite documents during the special window provided by SEBI vide their circular no. HO/38/13/11(2)2026- MIRSD-POD/I/3750/2026 dated January 30, 2026, from February 5, 2026, till February 4, 2027.

The Company confirms that 100% of the paid-up equity shares of the Company are held in dematerialised form. Accordingly, the aforesaid special window for re-lodgement of transfer requests in physical form may not have practical applicability to the Company as on the date of this Report.

The Company continues to comply with the applicable requirements relating to dematerialisation of securities and has maintained connectivity with the depositories through its Registrar and Share Transfer Agent.

The comprehensive details regarding the loans, guarantees, and investments extended by the Company, which are governed by the provisions of Section 186 of the applicable Act, read with the rules made thereunder, have been disclosed in the standalone Audited Financial Statements of the Company for the Financial year ended on March 31, 2026.

The Company has allotted 4,65,910 (Four Lakhs Sixty-Five Thousand Nine Hundred Ten) fully paid- up equity shares in the meeting of Board of Directors held on January 24, 2026, to the identified person in the promoter category pursuant to conversion of fully Convertible Warrants at Issue Price of INR 64.39/- each (Indian Rupees Sixty-Four and Three Nine Paisa Only) on preferential basis, including a premium of INR 54.39/- each (Indian Rupees Fifty-Four and Three Nine Paisa Only) and a face value of INR 10/- each (Indian Rupees Ten Only), which subsequently makes the paid-up share capital to INR 12,16,59,100 (Indian Rupees Twelve Crores Sixteen Lakhs Fifty-Nine Thousand One Hundred Only), comprising of 1,21,65,910 (One Crore Twenty-One Lakhs Sixty-Five Thousand Nine Hundred Ten) fully paid-up equity shares at a face value of INR 10/- each (Indian Rupees Ten Only).

The Company received NSE Letter No. NSE/LIST/53451 dated March 25, 2026 from National Stock Exchange of India Limited ("NSE" or "Stock Exchange") in relation to the in-principle approval for 4,65,910 (Four Lakhs Sixty-Five Thousand Nine Hundred Ten) fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten Only) each to the promoter category. Subsequently, the Company received NSE Letter No. NSE/LIST/54469 dated May 27, 2026 from the Stock Exchange in relation to the listing and trading approval of the said 4,65,910 (Four Lakhs Sixty-Five Thousand Nine Hundred Ten) fully paid-up equity shares.

During the Financial year ended on March 31, 2026, the Paid-up Share Capital of the Company has been increased from INR 11,70,00,000 (Indian Rupees Eleven Crores Seventy Lakhs), comprising of 1,17,00,000 (Indian Rupees One Crore Seventeen Lakhs) equity shares of INR 10/- (Indian Rupees Ten Only) each, to INR 12,16,59,100 (Indian Rupees Twelve Crores Sixteen Lakhs Fifty-Nine Thousand One Hundred Only), comprising of 1,21,65,910 (One Crore Twenty-One Lakhs Sixty-Five

Thousand Nine Hundred Ten) fully paid-up equity shares at a face value of INR 10/- each (Indian Rupees Ten Only).

The Board of Directors, in its meeting dated March 13, 2026, subject to the approval of the shareholders, has approved the issuance of securities to the below-mentioned category on a preferential basis in the following manner:

a) by way of issuance of 20,00,000 (Twenty Lakhs Only) fully paid-up equity shares having face value of INR 10/- each, to Mr. Pradeep Kumar Jain, Strategic Investor, under "NonPromoter, Public Category";

b) by way of issuance of 11,85,715 (Eleven Lakhs Eighty Five Thousand Seven Hundred Fifteen Only) fully convertible warrants convertible into an equivalent number of fully paid-up equity shares of the Company having face value of INR 10/- each (Indian Rupees Ten Only) to Mr. Pradeep Kumar Jain, Strategic Investors, under "Non-Promoter, Public Category" and Mr. Bal Kishan Gupta, belonging to "Promoter Group", on preferential basis; and

c) by way of issuance of 7,14,285 (Seven Lakhs Fourteen Thousand Two Hundred Eighty Five Only) fully paid-up equity shares of face value of INR 10/- (Indian Rupees Ten Only) each to Mr. Bal Kishan Gupta, belonging to the Promoter Group, on a preferential basis, pursuant to the conversion of loan into equity, in such manner and on such terms and conditions as may be determined by the Board in accordance with the applicable provisions of the law.

The Shareholders of the Company in their Extraordinary General Meeting dated April 09, 2026, approved the issuance of the aforementioned securities to the identified persons belonging to such approved categories on a preferential basis.

All statutory and regulatory filings required under the applicable provisions of law, pursuant to the increase in the paid-up share capital, consequent to preferential allotment, were duly completed and filed with the respective statutory and regulatory authorities within the prescribed timelines.

During the Financial year ended on March 31, 2026, subject to the approval of the shareholders, the Board of Directors of the Company in its meeting held on March 13, 2026, approved an increase in the authorised share capital of the Company from INR 14,00,00,000 (Indian Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of INR 10/- each (Indian

Rupees Ten Only) to INR 20,00,00,000 (Indian Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) fully paid-up Equity Shares at a face value of INR 10/- each (Indian Rupees Ten Only).

The Shareholders of the Company in their Extraordinary General Meeting dated April 09, 2026, approved an increase in the authorised share capital of the Company and subsequent amendment to the Memorandum of Association of the Company.

All statutory and regulatory filings required under the applicable provisions of law, pursuant to the increase in the paid-up share capital, consequent to preferential allotment, were duly completed and filed with the respective statutory and regulatory authorities within the prescribed timelines.

a. The Company has not bought back any of its securities

b. The Company has not issued any Bonus Shares

c. The Company has not issued any sweat equity Shares

d. The Company has not issued any Employee Stock Option Schemes

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

In terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Material Subsidiary shall mean a subsidiary whose turnover or net worth exceeds ten per cent of the consolidated turnover or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, the Company does not have any material subsidiary, in accordance with the provisions of the Listing Regulations.

During the financial year under review, the Company, through its Subsidiary Company, namely Grande Etoile Pharmaceuticals Limited, commenced its operations in Mauritius by officially launching a portfolio of 22 cosmetics and skincare products on July 11, 2025. This milestone marks a significant step in the Companys international expansion strategy and reflects its commitment to strengthening its global presence by establishing a foothold in the Mauritian market and enhancing its reach across the Indian Ocean region.

In accordance with the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards notified under Section 133 of the Act and the relevant provisions of Schedule III to the Act, to the extent applicable.

Further, a statement containing the salient features of the Financial Statements of the subsidiaries of the Company, in the prescribed Form AOC-1, is attached as "Annexure A" to this Boards Report. The said statement also provides details of the performance and financial position of the subsidiaries of the Company.

No Associate Company or joint-venture Company was held by the Company during the Financial year ended on March 31, 2026.

The Company filed its prospectus dated June 26, 2024 ("Prospectus") with the requisite authorities, including Securities and Exchange Board of India ("SEBI"), Registrar of Companies, NCT of Delhi and Haryana and such other concerned authorities, in connection with its initial public offering ("IPO") of its fully paid-up equity shares at a face value of INR 10/- each (Indian Rupees Ten Only) ("Equity Shares") and such Equity Shares are presently being listed and traded on National Stock Exchange of India Limited ("Stock Exchange" or "NSE") viz., NSE EMERGE Platform.

The Company, in accordance with Clause 6 of the Prospectus, had proposed to utilise the net proceeds from the Initial Public Offering (IPO) towards the following objects, in the manner set out below:

Based on the aforementioned allocation of net issue proceeds, the Board approved the variation in the objects of the issue by re-allocating a portion of the unutilised IPO proceeds originally earmarked for funding expenses proposed to be incurred towards product registrations in international markets to meet the Companys working capital requirements. The proposed variation was considered necessary to align the deployment of funds with the Companys evolving business requirements and operational priorities, while ensuring optimum utilisation of the funds raised through the IPO.

During the financial year ended March 31, 2026, the Board of Directors at its meetings held on January 24, 2026, approved the variation in the utilisation of the proceeds raised through the Initial Public Offer in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the applicable Listing Regulations read with such other applicable laws.

Subsequently, the members of the Company approved the aforesaid variation in the objects of the issue by way of a Special Resolution passed through Postal Ballot on February 26, 2026. The Company has made the requisite disclosures to the Stock Exchange(s) and complied with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Listing Regulations. The details of the utilisation of IPO proceeds together with the Statement of Deviation(s) or Variation(s), along with the certificate from the Statutory Auditors, as reviewed by the Audit Committee and the Board of Directors, are duly filed by the Company with the Stock Exchange within the requisite time period.

Pursuant to the provisions of Regulation 34 and Schedule V of the Listing Regulations, a review of the performance of the Company for the financial year ended March 31, 2026, Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as "Annexure B".

Pursuant to Regulation 15(2)(b) of the Listing Regulations, the corporate governance provisions specified in Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2) and paragraphs C, D and E of Schedule V are generally not applicable to the Company, its specified securities being listed on the NSE EMERGE Platform. However, pursuant to the proviso to Regulation 15(2)(b), with effect from April 1, 2025, Regulation 23 of the Listing Regulations relating to Related Party Transactions is applicable to SME-listed entities which satisfy the prescribed paid-up equity share capital or net-worth threshold. Accordingly, Regulation 23 is applicable to the Company and the Company has complied with the applicable requirements thereof during the Financial Year under review. The Company continues to voluntarily adopt sound corporate governance practices, to the extent considered appropriate and applicable.

As on March 31, 2026, the Companys Board comprises 7 (Seven) directors, which includes 1 (One) NonExecutive Director, 3 (Three) Independent Non-Executive Directors and 3 (Three) Executive Directors of the Company, the details of whom are mentioned below:

As on the date of this Boards Report dated August 27, 2026, the Companys Board comprises 7 (Seven) directors, which includes 1 (One) Non-Executive Director, 3 (Three) Independent Non-Executive Directors and 3 (Three) Executive Directors of the Company, the details of whom are mentioned below:

As per the provisions of the Act, Mr. Ashutosh Gupta (DIN: 00039995), Director, who is liable to retire by rotation at the forthcoming 31st Annual General Meeting of the Company and being eligible, has offered himself for re-appointment at such meeting by the members of the Company. The Board of Directors recommended his re-appointment for the approval of the shareholders.

During the Financial Year ended March 31, 2026, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Subsequent to the closure of the Financial Year, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

The requisite filings with the Registrar of Companies and disclosures to the Stock Exchange, wherever applicable, were made in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

As on March 31, 2026, the following were the Companys Key Managerial Personnel as per Section 2(51) and Section 203 of the Companies Act, 2013:

As on the date of this Boards Report, the following were the Companys Key Managerial Personnel as per Section 2(51) and Section 203 of the Companies Act, 2013:

All changes in the composition of the Board and the Key Managerial Personnel were duly approved and filed with the Registrar of Companies within the prescribed timelines.

The Board of Directors met 6 (Six) times during the financial year ended March 31, 2026.

In accordance with the provisions of the Act read with the rules made thereunder, the Board has constituted several statutory Committees to ensure focused oversight and effective corporate governance. These committees assist the Board in discharging its responsibilities relating to audit, risk management, nomination, remuneration, stakeholder relations and other statutory matters, thereby reinforcing a transparent and accountable management framework.

The details of the Committees, along with their functions, duties and responsibilities, are provided hereunder, along with their composition:

The Audit Committee was constituted in accordance with the provisions of Section 177 of the Act, read with the rules made thereunder, along with the provisions of applicable Listing Regulations. This committee plays a crucial role in overseeing the integrity of the financial reporting process, monitoring internal control systems, and ensuring compliance with legal and regulatory requirements. The terms of reference for the Audit Committee are as follows:

i. overseeing the Companys financial reporting process and disclosure of its financial information to ensure that the Financial statements are correct, sufficient and credible;

ii. the recommendation for appointment, remuneration, and terms of appointment of auditors of the Company;

iii. reviewing and monitoring the auditors independence, performance, and the effectiveness of the audit process;

iv. reviewing with the management, the annual and half-yearly Financial statements along with the auditors report and limited review report thereon prior to submission to the Board for approval, with particular reference to:

• matters required to be stated in the Directors responsibility statement to be included in the Boards report in terms of Section 134(3)(c) of the Companies Act;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the Financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to Financial statements;

• disclosure of any related party transactions; and

• qualifications and modified opinions in the audit report.

v. scrutiny of inter-corporate loans and investments;

vi. approval or modification of related party transactions of the Company;

vii. valuation of undertakings or assets of the Company, wherever it is necessary;

viii. evaluation of internal financial controls and risk management systems;

ix. monitoring the end use of funds raised through public offers and related matters;

x. facilitating vigil mechanisms and whistleblower complaints along with their redressal;

xi. performing such other functions as may be assigned by the Board from time to time; and

xii. dealing with any other matter incidental thereto, which the Committee deems fit and which shall not be reserved to be approved by the Board under the Act or any other Applicable Law.

During the Financial year ended on March 31, 2026, the Audit Committee met 5 (five) times, and the requisite quorum was present at the meetings. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The Nomination & Remuneration Committee ("NRC") was constituted in accordance with the provisions of Section 178 of the Act, read with the rules made thereunder, along with the provisions of applicable Listing Regulations. The NRC serves a vital role in the governance structure by diligently overseeing the appointment processes for both the Board of Directors and the Senior Management team. The Committee is responsible for identifying qualified individuals for appointment as Directors and Key Managerial Personnel, formulating the remuneration policy, and conducting annual evaluations of the Board, its Committees, and individual directors. It also takes the initiative in crafting comprehensive policies that guide performance evaluations, ensuring that assessments are fair, transparent, and aligned with the organisations strategic goals. The terms of reference for the Nomination & Remuneration Committee are as follows:

i. identifying persons who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down;

ii. identifying and recommending to the Board and shareholders suitable candidates to fill Board vacancies as and when they arise, and ensuring succession planning;

iii. recommending to the Board the appointment and removal of persons specified in clause (i);

iv. specifying the manner for effective evaluation of the performance of individual directors and reviewing its implementation and compliance;

v. carrying out the performance evaluation of the individual directors;

vi. formulating the criteria for determining qualifications, positive attributes and independence of a director;

vii. ensuring fit and proper status of the proposed and existing directors;

viii. recommending to the Board a remuneration policy for the directors, key managerial personnel and other employees;

ix. performing such other functions as may be assigned by the Board from time to time; and

x. dealing with any other matter incidental thereto, which the Committee deems fit and which shall not be reserved to be approved by the Board under the Act or any other Applicable Law.

During the Financial year ended on March 31, 2026, the Nomination and Remuneration Committee met 3 (Three) times, and the requisite quorum was present at the meetings. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

The Stakeholders Relationship Committee was constituted in accordance with the provisions of Section 178 of the Companies Act, 2013, read with the rules made thereunder, and the applicable provisions of the Listing Regulations. The Committee plays a pivotal role in safeguarding the interests of the Companys shareholders and other security holders by ensuring prompt and effective redressal of their grievances. It oversees matters relating to the transfer and transmission of securities, issue of duplicate share certificates, dematerialisation and rematerialisation of shares, investor services, and other matters concerning stakeholders relations. The Committee also monitors the quality and timeliness of investor services rendered by the Registrar and Share Transfer Agent and ensures adherence to the applicable statutory and regulatory requirements with a view to strengthening investor confidence and promoting sound corporate governance practices. The terms of reference for the Stakeholders Relationship Committee are as follows:

i. redressal of grievances of the shareholders and other security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc. and shall assist with quarterly reporting of such complaints;

ii. reviewing measures shall be taken for the effective exercise of voting rights by the shareholders;

iii. investigating complaints relating to allotment of shares, approving transfer or transmission of shares or any other securities; reviewing adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent and recommending measures for improvement in the investor services;

iv. reviewing initiatives that shall be taken by the Company for reducing unclaimed dividends and ensuring the timely receipt of dividend warrants, annual reports and statutory notices by the shareholders of the Company;

v. reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent;

vi. formulating procedures, in line with the statutory guidelines, for the speedy disposal of shareholders requests from time to time;

vii. approving, registering, or refusing to register transfer or transmission of shares and other securities;

viii. giving effect to dematerialisation of shares and re-materialisation of shares, subdividing, consolidating and/or replacing any share or other securities certificate(s) of the Company, and ensuring compliance with all the requirements related to shares, debentures and other securities from time to time.

ix. performing such other functions as may be assigned by the Board, from time to time; and

x. dealing with any other matter incidental to the above which the Committee deems fit, and which shall not be required to be approved by the Board under the Companies Act, 2013 or any other Applicable Law.

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During the Financial year ended on March 31, 2026, the Stakeholders Relationship Committee met 1 (One) time, and the requisite quorum was present at the meeting. All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors.

There has been no new appointment of Independent Non-Executive Directors to the Board of Directors of the Company. Mr. Rakesh Kumar, Mr. Rajinder Kumar Gupta and Mr. Sachin Gupta, being the Independent Non-Executive Directors of the Company, are not related to any Director or Key Managerial Personnel of the Company and have not been debarred from holding the office of Director by virtue of any Order of the Securities and Exchange Board of India or any other authority.

The Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 6(1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Listing Regulations and all Independent Directors have submitted declarations regarding their online registration with the Indian Institute of Corporate Affairs ("IICA") for inclusion or renewal of their names in the databank of Independent Directors.

Based on the disclosures received, the Board is satisfied that the Independent Non-Executive Directors of the Company possess the requisite qualifications, experience, and expertise, uphold the highest standards of integrity, and maintain independence from the Management of the Company, which is required for effective Board functioning and is in line with the Companys Code of Conduct for Board of Directors and Senior Management Personnel.

During the Financial year ended on March 31, 2026, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred for attending the meetings of the Board and its Committees.

Pursuant to the provisions of the Act and the rules made thereunder, the Board has evaluated and formed an opinion on the integrity, expertise and experience (including proficiency) of all Independent Non-Executive Directors based on their qualifications, declarations, and disclosures made during the Financial year ended on March 31, 2026.

After careful consideration, the Board firmly believes that each Independent Non-Executive Director exemplifies the highest standards of integrity and possesses relevant expertise and experience. Their ongoing involvement as an Independent Non-Executive Director is anticipated to be of substantial benefit and serve the best interests of the Company, fostering continued growth and success.

In compliance with the provisions of Schedule IV to the Act, read with rules made thereunder and the provisions of the Companys Code of Conduct for Board of Directors and Senior Management Personnel, the Independent Non-Executive Directors of the Company convened a separate meeting on March 27, 2026, during the Financial year ended on March 31, 2026. This meeting was held without the presence of Non-Independent Directors or members of the management team, and inter alia reviewed the following:

a. The performance of Non-Independent Directors and the Board as a whole;

b. The performance of the Chairman of the Board, taking into account the views of Non-Executive Directors; and

c. The quality, quantity, and timeliness of the flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed overall satisfaction with the performance of the Board, its Committees, and management, and acknowledged the Companys culture of transparency and accountability.

Pursuant to the provisions of the Act, and the rules made thereunder and Listing Regulations, the Company has established a structured process for annual evaluation of the performance of the Board, its committees, and individual Directors.

The Nomination and Remuneration Committee has meticulously formulated a comprehensive policy, along with specific criteria, for the thorough evaluation and assessment of the performance of Independent Directors, the Board, its various Committees, and all other Directors, which was subsequently recommended to the Board and approved therein.

The Nomination and Remuneration Committee diligently conducted performance evaluations for each Director, ensuring that the assessments were conducted in the absence of the Directors being evaluated. Additionally, the Board conducted a formal and thoughtful evaluation of its own performance and that of the various Board Committees, in accordance with the terms of the provisions of the Act, read with rules made thereunder, listing regulations and Performance Evaluation Policy.

The Board expressed its satisfaction with the effectiveness of its functioning and that of its committees and individual Directors, and the integrity and thoroughness of the evaluation process, highlighting a commitment to continuous improvement and effective governance.

The Independent Directors in their meeting held on March 27, 2026, undertook a detailed performance evaluation of the Chairman of the Board upon taking into account the views of the Non-Executive Directors, the Non-Independent Directors, the Board as a whole, and the quality and timeliness of the flow of information between the management and the Board, in accordance with the provisions of Schedule IV of the Act read with rules made thereunder and Listing Regulations along with the Companys Performance Evaluation Policy and the Code of Conduct of Board of Directors and Senior Management Personnel.

The Independent Directors have expressed their satisfaction with the effectiveness of their functioning and that of their Committees and individual Directors, and the integrity and thoroughness of the evaluation process, highlighting a commitment to continuous improvement and effective governance.

Pursuant to the provisions of Section 178(3) of the Act, read with rules made thereunder along with the applicable provisions of the Listing Regulations, the Company has considered and adopted a comprehensive Nomination and Remuneration Policy ("NRC Policy") that sets out the parameters for determining the qualifications, positive attributes, and independence of directors, key managerial personnel and senior management personnel of the Company and all the remuneration paid or payable to the Directors, Key Managerial Personnel and Senior Management Personnel of the Company, is in line

In line with the requirements of the Act and the Listing Regulations, the Company has a Policy on Materiality and Dealing with Related Party Transactions, which is also available on the Companys website at https://www.medicamenorganics.com/policies/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.