Morepen Laboratories Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 40th Annual Report on business, operations, and achievements of the company together with the audited financial statements for the financial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Sales	180373.48	168213.43	154694.35	152943.38
Other Operating Income	784.10	829.82	759.18	815.97
Other Income	1836.37	1397.08	1571.96	1256.57
Total Income	182993.95	170440.33	157025.49	155015.92
Operating Surplus	19243.40	17259.54	16913.06	17438.47
Finance cost	834.29	371.02	710.29	350.94
Cash Surplus	18409.12	16888.52	16202.77	17087.53
Non-Cash Items:
Depreciation & Amortisation	2898.17	3346.95	2444.21	2189.98
Profit before Tax	15510.94	13541.57	13758.56	14897.55
Tax - Current Year	3236.69	3932.22	3128.33	3856.64
Tax - Earlier Years	-	(9.03)	-	(9.04)
Deferred Tax	472.71	(43.65)	472.71	43.65
Profit after Tax before non-controlling interest	11801.54	9662.03	10157.52	11093.60
Less: Non - controlling interest	(0.50)	46.04	-	-
Profit after Tax and non-controlling interest	11802.04	9615.99	10157.52	11093.60
Other Comprehensive Income (Net of Tax)	25.37	(184.18)	17.23	(202.59)
Total Comprehensive Income	11827.41	9431.81	10174.75	10891.01
EPS (Basic) & Diluted	2.20	1.88	1.90	2.17

Note : Figures in brackets represent negative numbers.

REVIEW OF PERFORMANCE

During the current financial year, the company recorded a consolidated revenue growth of 7.37 percent, with total revenue reaching 182993.95 Lakhs compared to 170440.33 Lakhs in the previous year. This growth was primarily driven by strong double-digit performance in both the Medical Devices and consolidated Formulation & Over the Counter (OTC) businesses.

The overall growth was tempered by the modest performance of the Active Pharmaceutical Ingredients (API) segment, which recorded a growth of only 3.24 percent, compared to the robust 14.15 percent growth achieved in the previous financial year.

The company also achieved an 11.05 percent increase in export revenues, totalling 71027.89 Lakhs, up from 63959.19 Lakhs in the previous year. This growth was largely attributed to strong contributions from the Europe and Asia Pacific markets. The domestic business continued to perform steadily, reporting a 4.88 percent growth for the year.

API business recorded revenue growth of 3.24 percent whereas devices business grew up by 12.24 percent during the current year ending 31 March, 2025. The OTC business, operated under the subsidiary Dr. Morepen Limited, recorded an impressive 84.28 percent increase in annual revenue. On the other hand, the formulation business witnessed a 17.38 percent decline in revenue, mainly due to a strategic shift of the generics business to Dr. Morepen Limited, aimed at capitalizing on better market dynamics. This realignment significantly contributed to the overall revenue growth of Dr. Morepen Limited.

With current year annual revenues of 49692.61 Lakhs, the Medical Devices business increased its contribution to the companys total revenue to 27.13 percent, up from 26.01 percent in the previous financial year. The consolidated share of the OTC & Formulation business, with revenues of 34388.35 Lakhs in the current year, rose to 18.79 percent, up from 17.90 percent in the previous financial year. API business, with annual revenues of 98919.10 Lakhs, saw its share decline to 54.08 percent, compared to 56.09 percent in the preceding year.

The API business, which constituted the largest share of the companys total revenue at 54.08 percent, registered an overall revenue growth of 3.24 percent during the year. While export revenues grew strongly by 10.35 percent, domestic revenues declined by 11.51 percent, offsetting part of the gains.

Revenue from key molecules such as Fexofenadine (antihistamine) and Montelukast (anti-asthmatic) declined by 31.45 percent and 12.31 percent, respectively. However, the segments performance was supported by robust growth in other therapeutic areas. Notably, anti-coagulant drugs like Atorvastatin and Rosuvastatin recorded healthy revenue growth of 18.53 percent and 16.50 percent, respectively. Furthermore, group of newly developing molecules comprising of Sitagliptin (anti-diabetic), Linagliptin (anti-diabetic), Edoxaban (anti-coagulant), and Empagliflozin (anti-diabetic), achieved a remarkable revenue growth of 46.21 percent, further strengthening the segments position. Additionally, Loratadine (anti-histamine) made a positive contribution, recording revenue growth of 8.88 percent, with total revenues reaching 23114.88 Lakhs for the year.

The Medical Devices business reported revenues of 49692.61 Lakhs for the current financial year, registering a solid year-on-year growth of 12.24 percent. This performance was driven by sustained momentum across its core product lines. The Blood Glucose Monitoring segment, the largest contributor within the portfolio, achieved revenues of 38680.73 Lakhs, reflecting a 13.05 percent annual growth and an impressive 5-year compound annual growth rate (CAGR) of 21.00 percent for the period ending 31st March 2025 . The Blood Pressure Monitors segment, the second-largest contributor, also posted robust results, with 14.27 percent growth during the year and a healthy 5-year CAGR of 9.56 percent.

Overall, the Medical Devices segment continues to demonstrate a strong and consistent growth trajectory, with a 5-year CAGR of 14.67 percent. This sustained performance reflects the companys strategic focus on product innovation, deeper market penetration, and leadership in the fast-evolving home diagnostics and personal wellness space.

The Formulation business, consisting of Formulations Manufacturing and Branded Prescription Drug Distribution business, reported revenues of 13868.86 Lakhs in the current financial year, registering a modest growth of 3.90 percent over the previous years revenues of 13347.80 Lakhs. This growth was achieved despite a strategic structural change wherein the brand-sharing business was transferred to the subsidiary, Dr. Morepen Limited, to streamline operations, sharpen business focus, and improve long-term agility.

A breakdown of the segmental performance for the formulation business reflects strong underlying momentum across key verticals i.e., Branded Prescription (Rx) business: 5167.84 Lakhs (previous year: 4376.86 Lakhs), Institutional Supplies: 4952.44 Lakhs (previous year: 4324.39 Lakhs) and Contract Manufacturing: 6414.63 Lakhs (previous year: 5743.80 Lakhs).

The OTC business, operated by the companys subsidiary

Dr. Morepen Limited, recorded annual revenues of 17080.74 Lakhs in the current financial year, representing a robust growth of 81.21 percent over the previous year. This exceptional performance was driven by the introduction of new formulation lines, increased demand across the existing product portfolio, and price enhancements. The branded product portfolio-featuring flagship product namely Burnol (burn relief cream) and OTC range generated 5027.38 Lakhs in revenue, reflecting minor yearly growth of 1.01 percent. The brand-sharing business posted 11244.28 Lakhs in revenue, achieving a remarkable 191.33 percent growth, primarily driven by strategic shift of the generics business to Dr. Morepen Limited, new business development and price optimization initiatives.

An increase in revenues by 7.37 percent during the year under review, combined with effective cost control initiatives, enabled the company to deliver improved Earnings Before Interest, Depreciation, Amortisation, and Tax (EBIDTA) margins, which rose to 10.52 percent, compared to 10.13 percent in the previous financial year. In absolute terms, EBIDTA increased to 19243.30 Lakhs, up from 17259.54 Lakhs in the preceding year.

All business segments contributed positively to the overall surplus, leading to a strengthened financial performance for the year. The company remains firmly focused on enhancing operational efficiency across all business units and is actively pursuing measures to improve the profitability across all business segments, with the objective of ensuring broad-based surplus generation and continued financial progress in the periods ahead.

On a standalone basis, for the current year ended

31st March 2025 , the company recorded annual sales revenues of 154694.35 Lakhs, registering a growth of 1.14 percent against previous year revenues of 152943.38 Lakhs.

Financial Performance

Sales

For the year under review, the consolidated sales revenues reached 180373.48 Lakhs. This represents a year-on-year growth of 7.23 percent compared to 168213.43 Lakhs reported in the previous year. The total Income rose to 182993.95 Lakhs, registering a growth of 7.37 percent compared to income of 170440.33 Lakhs recorded in the preceding year. Domestic sales contributed 109345.59 Lakhs, recording a moderate growth of 4.88 percent. Export sales reached 71027.89 Lakhs, reflecting a robust increase of 11.05 percent, reaffirming the companys growing traction in international markets.

Material Cost

The material cost, as a percentage of total income at 63.35 percent, against 62.33 percent in last year, has moved up 102 basis points during the year. The fall in Sales realisation particularly in API business, has led to increase in material cost percentage vis-a-vis sales price.

Employee Cost

The employee cost for the current financial year stood at 20891.39 Lakhs, reflecting a 15.13 percent increase over the previous years figure of 18146.55 Lakhs. This rise was primarily driven by a 18.00 percent expansion in manpower strength, along with periodic wage revisions implemented during the year.

However, with total income growing at a comparatively modest rate of 7.37 percent, the employee cost as a percentage of total income rose to 11.42 percent, up from 10.65 percent in the preceding year. The company remains committed to investing in human capital by maintaining competitive compensation structures designed to attract, retain, and develop top-tier talent, in line with its long-term strategic vision and capability-building exercise.

Other Expenses

The consolidated expenditure on manufacturing, sales & marketing, and administrative activities is at 14.72 percent of total income for the year under review, representing a significant reduction from 16.89 percent in the previous financial year, an overall decline of 12.89 percent.

This improvement was primarily attributable to an 18.24 percent reduction in selling and distribution expenses, coupled with a 4.11 percent decline in administrative costs. While manufacturing and related expenses increased by 14.94 percent, through focused optimization of non-manufacturing functions, operational efficiency was improved leading to better profitability.

Finance Cost & Depreciation

Finance cost at 834.29 Lakhs, includes a sum of 94.71 Lakhs interest on fresh working capital facilities availed by the company and interest expense of 182.93 Lakhs on Fixed Deposit backed credit facilities availed during the year. Further a sum of 37.40 Lakhs was paid towards interest charges on unsecured loans of subsidiary, Dr. Morepen limited. The interest on car loans amounts to 48.94 Lakhs.

Apart from above, Finance cost also includes interest on lease liabilities of 239.51 Lakhs, loan processing fees for 55.75 Lakhs and provision of 175.05 Lakhs towards interest payable on delayed payment of Advance Tax for Assessment Year 2025-26.

Annual consolidated depreciation & amortisation charge of 2898.17 Lakhs, includes a sum of 1180.02 Lakhs, being charges on Right to Use of Assets i.e. Office Space, Warehouses, and Residential Accommodation leased by the company.

Other Operating Income & Other Income

The consolidated other operating income represents export incentives and others. The export incentives for the current year at 438.54 Lakhs are lower by 46.26 percent against last year of 815.97 Lakhs.

Consolidated other income comprising of currency fluctuations, interest income, notional interest on security deposits and others is up by 31.44 percent at 1836.37 Lakhs, against previous year of 1397.08 Lakhs.

Profit after Tax

The consolidated profit before interest, depreciation, and tax for the year is at 19243.40 Lakhs, reflecting a growth of 11.49 percent over 17259.54 Lakhs reported in the previous financial year. The net profit after tax, but before the share of profit attributable to non-controlling interest, rose by 22.14 percent to 11801.54 Lakhs, compared to 9662.03 Lakhs in the prior year.

The consolidated Net Profit, net of non-controlling interest, amounted to 11802.04 Lakhs, registering a 22.73 percent increase over 9615.99 Lakhs recorded in the preceding year.

Total Comprehensive Income for the year reached 11827.41 Lakhs, marking a robust growth of 25.40 percent compared to 9431.81 Lakhs in the previous year.

Business wise Performance:

Active Pharmaceutical Ingredients (API)

API business being largest business segment has been growing on consistent basis though at slower growth rate during the year. On account of strong performance by other business segments share of API business in overall revenue of the company has come down to 54.08 percent from 56.09 percent in the last year. It has maintained its position being the only major contributor for export revenue. Export revenues have improved over the last year by exporting to both regulated and non-regulated markets .

Achieved a modest growth of 3.24 percent increase in overall revenue, reaching 98919.10 Lakhs. It was an export-driven growth primarily fuelled by a significant 10.35 percent rise in export revenues. On account of domestic price challenges and strategic considerations, there has been a revenue decline of 11.51 percent during the year. The company successfully added 112 new customers during the year, expanding the customer base.

The company strengthened its leadership position in several key APIs with significantly increased market share in its export from Indias shores. Under Antihistamine category, for exports out of India, companys market share for Loratadine increased from 65 percent to 81 percent, for Montelukast share increased from 43 percent to 60 percent, for Desloratadine increased from 18 percent to 30 percent and for Fexofenadine, increased market share from 8 percent to 25 percent. Under Cardiovascular segment, for Atorvastatin, companys market share in export out of India, increased from 16 percent to 19, whereas for Rosuvastatin, market share fell to 30 percent from 47 percent in the last year.

The improvements in export market share demonstrate growing global competitiveness. The increased market share in specific APIs reflects enhanced penetration in the antihistamine and cardiovascular therapeutic segments.

Exports to Europe went up by 26.16 percent, followed by 8.94 percent increase in export to APAC regions. US revenue was marginally down by 1.30 percent followed by lower exports to MENA & other regions by 4.76 percent.

The share of Loratadine and Montelukast revenue, in total API revenues with a combined revenue of 45143.57 Lakhs is at 46.70 percent against 49.51 percent in the preceding financial year. The share of Fexofenadine in API total revenue, with sales revenue of 9023.81 Lakhs has moderated to 9.34 percent from high of 14.06 percent registered in last fiscal ending 31st March 2024.

The combined revenue share of Atorvastatin and Rosuvastatin at 30493.35 Lakhs moved to 31.55 percent against 27.67 percent in last financial year.

Further newly developing molecules comprising of Sitagliptin (anti-diabetic), Linagliptin (anti-diabetic), Edoxaban (anti-coagulant), and Empagliflozin (anti-diabetic), and others, with revenue contribution of 12000.38 Lakhs, achieved a remarkable revenue growth of 46.21 percent, further strengthening API revenue position.

Home Diagnostics - Point of care Device Business

The company has demonstrated strong revenue growth, with current year sale revenues reaching 49692.61 Lakhs, a 12.24 percent increase from the previous years 44271.64 Lakhs. Over the past five years, sales revenues have shown considerable growth, evidenced by a Compound Annual Growth Rate (CAGR) of 14.67 percent.

Blood Gluco Business

The Blood Gluco business is a significant contributor to overall revenue, with current year sales of 38680.73 Lakhs. It registered a robust 13.05 percent growth this year. Its five-year CAGR stands out at an outstanding 21.00 percent, indicating sustained strong performance.

BP Monitor Business

The BP monitor business also showed good growth, reaching 9077.81 Lakhs, a 14.27 percent increase compared to the previous years 7944.39 Lakhs. The five-year CAGR for this segment is a healthy 9.56 percent.

Emerging and Other Products

Nebulisers have been reintroduced during the year and adding to businesss revenue stream, contributing 433.17 Lakhs in the current year, with meagre revenue registered in the previous year. Stethoscope revenues saw substantial growth, rising 43.04 percent to 387.72 Lakhs from 271.07 Lakhs last year. Pregnancy Test Kits experienced remarkable growth of 84.82 percent, with current year revenues of 116.80 Lakhs. Thermometers registered a de-growth of 10.22 percent, with annual revenue at 574.96 Lakhs.

The revenue contribution from other products (including Pulse Oximeter, Vaporizer, Digital Weighing Scale, & others) significantly decreased by 62.98 percent, from 1138.23 Lakhs to 421.42 Lakhs.

Expansion of Manufacturing Capabilities & Infrastructure

During the year, the Company made significant strides in enhancing its manufacturing capabilities and operational integration:

In-house Screen Printing: In-house screen printing operations were initiated during the year. This marks another step forward in the Companys backward integration strategy, following the successful implementation of injection moulding and Surface Mount Technology (SMT) in earlier years.

Infrastructure Development: Construction of a new manufacturing block is underway to expand capacities in injection moulding, ortho products, and warehousing, thereby supporting the growing demand across segments and improving operational scalability.

Ortho Products Manufacturing: The Company commenced production of orthopaedic products, marking its entry into a new and promising therapeutic segment.

Expanded Quality Certification Scope: The scope of the Companys ISO certification has been significantly expanded to now include the design, development, and manufacture of Blood Grouping Reagents and Lateral Flow Test Kits for infectious diseases. This reinforces the Companys commitment to high-quality diagnostic solutions and opens up new avenues for growth in the medical diagnostics segment.

These initiatives reflect the Companys long-term vision of building integrated, scalable, and high-quality manufacturing operations to meet evolving healthcare needs across geographies.

The company introduced the Dr. Morepen Sync App, a thoughtful gift to the nation that empowers individuals to take charge of their health. With its tagline "Health in Your Hands", this app is designed to help users easily monitor key health metrics like blood glucose, blood pressure, and weight, enabling healthier lifestyles for a brighter tomorrow.

Strategic Initiatives

The company continues to focus on expanding its marketing activities to enhance the visibility of its product range across all the geographies where it operates.

Finished Formulations

The finished dosages business comprising of Formulation manufacturing and Branded Generics with current year Net Revenue at 13868.86 Lakhs has registered a modest increase of 3.90 percent against previous year revenues of 13347.80 Lakhs.

Institutional Supplies and Generics Business

The institutional supplies business experienced significant revenue growth of 14.52 percent, with current year revenues standing at 4952.44 Lakhs. The generics business recorded a revenues of 12846.25 Lakhs (Previous year 8564.85 Lakhs), including 6657.56 Lakhs of revenues being reported in other subsidiary, Dr. Morepen Limited (DML) , with Morepen Rx Limited recording revenue at 6188.69 Lakhs, on account of DML taking the lead in expansion of generics business, for a better business synergies.

Branded Formulation Business

The branded formulation business registered healthy growth of 18.07 percent, with current year revenues at 5167.84 Lakhs against 4376.86 Lakhs in the last year. Under the Branded Prescription (Rx) product category, the top three therapeutic areas namely Antibiotics,

Gastroenteritis, and Vitamins, collectively showed a marginal growth of 3.44 percent.

Contract Manufacturing Business

The contract manufacturing business is up by 11.68 percent, reaching 6414.63 Lakhs. This growth is attributed to improved productivity and increased sales orders from both domestic and export markets.

DIVIDEND

The Board of Directors are pleased to recommend 0.20/- per share as a final dividend for the financial year ended 31st March 2025. The dividend payout ratio is 9.07 percent for the year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (Listing Regulations) is available on the companys website at https://www.morepen.com/public/img/Dividend%20 Distribution%20Policy.pdf

RESERVES

Standalone net profit after tax of 10157.52 Lakhs has been carried forward to the Retained Earnings during the year. No amount has been transferred to the general reserve during the current year.

DEPOSITS

The company has not accepted deposits from the public, during the year under review, within the meaning of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCES

Credit Facilities

The company has secured total credit facilities of 9900.00 Lakhs from Kotak Mahindra Bank comprising of Working Capital Demand Loan (WCDL): 7900.00 Lakhs and Cash Credit (CC) Limits: 2000.00 Lakhs. In addition, Shinhan Bank has provided an unsecured term loan facility of 2500.00 Lakhs, which is repayable over 36 months. The company also utilized car loan facilities during the year.

Equity Fundraising

The company successfully raised 20000.00 Lakhs through a Qualified Institutions Placement (QIP), following approval from its members.

SHARE CAPITAL

Cancellation of Equity Shares

The company is facing difficulties in cancelling 50,62,872

Equity Shares that were surrendered in compliance with an Honble NCLT order dated 12th March, 2018, from its total listed capital. The stock exchanges have refused to process the cancellation application, citing the companys pending compliance with Honble NCLTs order, in its entirely.

The company is currently exploring suitable options to represent its case to the Stock Exchanges and conclude the cancellation for these shares from its total listed shares.

Qualified Institutions Placement (QIP)

On 5th August 2024, the company successfully completed a Qualified Institutions Placement (QIP) issue, raised 20000.00 Lakhs. As a result of QIP issue, the company issued and allotted 3,67,84,991 Equity Shares of 2/- each at a price of 54.37/- per share to 14 allottees.

Other Disclosures

As of 31st March 2025, the companys Equity Shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The annual listing fee for the financial year 2025-26 has been paid to both NSE and BSE, ensuring the continued listing of Equity Shares on both exchanges. Additionally, during the year under review:

The company has not issued any equity shares with differential rights as to dividend, voting, or otherwise, in accordance with the provisions of Section 43 of the Act and the applicable Rules.

The company has not undertaken any buy-back of its shares pursuant to Section 68 of the Act and the Rules made thereunder.

No sweat equity shares have been issued to Directors or employees of the Company.

The company has not failed to implement any corporate action during the year.

The company has not made any provision of money or extended any loans to its employees for the purpose of purchasing its own shares, in compliance with Section 67 of the Act and the relevant Rules.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on 31st March 2025, the company has seven (7) subsidiaries, namely:

1. Dr. Morepen Limited

2. Morepen Devices Limited

3. Morepen Rx Limited

4. Morepen Medipath Limited (formerly known as Morepen Medtech Limited)

5. Morepen Bio Inc., USA (formerly Morepen Inc.)

6. Total Care Limited (subsidiary of Dr. Morepen Limited)

7. Quick Med Private Limited (subsidiary of Dr. Morepen Limited)

Key Developments in Subsidiaries

1. Change in ownership status of Dr. Morepen Limited

Dr. Morepen Limited is no longer as a wholly owned subsidiary of the company as on 31st March 2025, the shareholding in DML was reduced to 80 percent.

Pursuant to the partial divestment of its stake in Dr. Morepen Limited to the related party entities of the company and the issuance of fresh equity shares by Dr. Morepen Limited, to the shareholders of Groom Town Private Limited, in exchange for the acquisition of a 100 percent stake in Groom Town Private Limited, the companys holding in Dr. Morepen Limited is reduced to 19.94 percent.

2. Formation of new subsidiaries during the year under review Morepen Medipath Limited (formerly Morepen Medtech Limited)

It was formed with the strategic intent to hive off the companys medical devices business into this new entity. The company, Morepen Laboratories Limited, was holding 80 percent Equity Capital of the company, the balance is held by promoter group of the company, Morepen Laboratories Limited. The company was incorporated in January 2025 and having a paid-up share capital of 110.00 Lakhs as of 31st March 2025.

On 30th June 2025, the shareholding of the parent company, Morepen Laboratories Limited, in its subsidiary Morepen Medipath Limited (formerly Morepen Medtech Limited) decreased to 60 percent. This change occurred because the parent company did not fully subscribe to the rights issue made by Morepen Medipath Limited on 9 June 2025. The remaining 40 percent of Morepen Medipath Limiteds shares are now held by the promoter group of the company and their relatives.

Quick Med Private Limited

It was incorporated by Dr. Morepen Limited to enhance penetration into the retail pharmacy market with a paid-up capital of 1.00 Lakh in the month of March 2025. The 80 percent of Equity Capital is held by its parent company, Dr. Morepen Limited, therefore, being a step down subsidiary of the company. Out of balance 20 percent holding, 12 percent is held by an entity promoted by the relatives of the companys promoters group and 4 percent each are held by other two individuals.

Following the partial divestment of equity stake in Dr. Morepen Limited by the company and equity-share swap involving the shareholders of Groom Town Private Limited and Dr. Morepen Limited in the month of July 2025. The companys holding in Quick Med Private Limited dropped from 64 percent to 15.95 percent, and Quick Med ceased to qualify as a step-down subsidiary of the company.

Morepen Labs - FZCO

The limited liability company incorporated in Dubai Silicon Oasis, was formed on 18th of June 2025, having registration No. 62333, in accordance with Dubai Law No. 16 of 2021 and Dubai Integrated Economic Zones Authority (DIEZA) implementing regulations 2023. It is a Wholly Owned Subsidiary of the company and incorporated to expand the reach in overseas markets primarily for API business, in Dubai, freezone.

Morepen Medical Equipment Trading L.L.C

It is a wholly owned subsidiary of Morepen Medipath Limited (subsidiary) incorporated on 22nd July 2025, in mainland of Dubai UAE. It is a step-down subsidiary of the company, Morepen Laboratories Limited.

3. Associates and Joint Ventures

During the year under review, there were no associates or joint venture companies as defined under Section 2(6) of the Act.

4. Reporting Compliance

A statement detailing the salient features of the companys subsidiaries in the prescribed format (Form AOC-1) is attached with the report as ANNEXURE A , in accordance with the provisions of the Act. Further, pursuant to Section 136 of the Act, the audited financial statements of the company and subsidiaries, are available of the company website at https://www.morepen.com/ invetors

Dr. Morepen Limited

The companys over the counter (OTC) business experienced a period of significant expansion in the current financial year, with total sales reaching 16271.67 lakhs. This represents a substantial 84.14 percent increase compared to the previous years revenue of 8836.51 lakhs.

This robust growth was largely propelled by a 191 percent surge in the generics business, which climbed from 3859.63 Lakhs to 11244.27 Lakhs. It was made possible by transfer of brand-sharing generics business having revenue of 6657.56 Lakhs, to Dr. Morepen Limited (DML), on account of better business dynamics of carrying out the generics business under DML, balance 4586.71 Lakhs contributed by OTC products currently run under DML.

A strategic decision to transfer the formulations generics business from the parent company, Morepen Laboratories Limited, to Dr. Morepen Limited (the company), designed to bolster brand identity and market penetration, contributed significantly to the companys current year impressive revenue figures.

Performance of Key OTC Brands and Products

Flagship Brands (Burnol & Lemolate): The combined revenue from the established OTC brands, Burnol (Burns Ointment) and Lemolate (Cold & Cough), was 1814.98 Lakhs. This figure is slightly lower than the previous years 1,816.16 Lakhs.

Other Major OTC Products: A collection of other significant OTC products, including C Candy, Exygra, Pain-X, ORS, Active Smile, Muscle Food, Omega Fish Oil, Multi-Vitamins, Pre-Workout, and Turbo Whey, collectively generated 1672.90 Lakhs. This marks an approximate 45.14 percent increase from last years revenue of 1152.49 Lakhs.

Unified OTC Product Range: The entire OTC product range, marketed as a cohesive basket, recorded a revenue of 2694.04 Lakhs during the year, showing a 26.54 percent growth over the previous year.

During the year, Dr. Morepen introduced LightLife, a 360? holistic weight management program designed for modern lifestyles. LightLife combines award-winning SlimbiomeR from the UK and Intelicaps Probiotics from Belgium-ingredients celebrated globally for their clinical efficacy in managing weight. The product recorded a sale of 47.28 Lakhs during the year.

On a standalone basis, for the current year ended 31st March 2025, the company recorded total revenues of 16532.82 Lakhs, registering a growth of 82.25 percent against previous year revenues of 9071.72 Lakhs. The net profit after tax, is at 993.17 Lakhs, compared to loss of 854.05 Lakhs registered in the previous year.

Morepen Rx Limited

The company is primarily involved in the sales and marketing of Branded Prescription (Rx) Products and the distribution of generics formulations. The formulation distribution aspect was previously handled by its parent company, Morepen Laboratories Limited.

For the current year, the company reported a total revenue of 11279.15 Lakhs, marking a significant increase of 34.51 percent compared to the previous years revenue of 8383.44 Lakhs.

The net profit after tax stood at 18.40 Lakhs, a turnaround from a loss of 572.96 Lakhs registered in the previous year.

Revenue Contribution by Business Segment

Brand Sharing Generics Business

This segment contributed 6108.51 Lakhs, accounting for 54.17 percent of the total revenue. The generics business grew by 6.61 percent during the year.

The generics business, during the year, was strategically taken up by Dr. Morepen Limited, another subsidiary of the parent company, Morepen Laboratories Limited, with the aim of achieving better reach and brand identification.

Branded Prescription (Rx) Business

This segment generated 5167.84 Lakhs, making up the remaining 42.83 percent of the total revenue. It has registered a growth of 94.72 percent from 2653.93 Lakhs in the previous year, as operations were started only part of the year, from August 2023 onwards.

The top three therapeutic areas within the Branded Prescription (Rx) product category are Antibiotics, Gastroenteritis, and Vitamins.

On consolidated basis, their combined annual revenues in the current year reached 4291.09 Lakhs, showing a marginal growth of 3.44 percent compared to 4148.34 Lakhs in the previous financial year.

Morepen Bio Inc. (formerly Morepen Inc.)

Morepen Bio Inc. has been the marketing and distribution interface of the company in USA primarily for its API business. However the company endeavours to use it presence in US markets for Bio similar and other pharmaceuticals activities as and when any opportunity arises. During the year, it has procured Bulk Drugs (i.e., API) from its parent and sold in US and neighbouring markets, either directly or through local trade channels. During the current year, the company has recorded revenue of 14564.07 Lakhs ($17,049,950) as against 14601.40 Lakhs ($17,513,975) of previous year. The company has recorded 136.68 percent growth in post-tax profit at 410.61 Lakhs during the year against profit of 173.49 Lakhs recorded in the last financial year ending 31st March 2024.

Total Care Limited

The company is dealing in OTC & Health Care products. The revenue during the year has been modest at 11.00 Lakhs.

Till 31st March 2025, Total Care Limited was a direct subsidiary of Dr. Morepen Limited and step down subsidiary of the company. In connection to reduction of holding of the company in Dr. Morepen Limited, the companys holding in Total Care dropped from 95 percent to 18.94 percent, and Total Care Limited ceased to qualify as a step-down subsidiary of the company.

Morepen Devices Limited

No operating activities have been carried out during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31st March 2025 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended together with the comparative period data as at and for the previous year ended 31st March 2024.

In accordance with the Companies Act, 2013 ("the Act") and Ind AS 110 on Consolidated Financial Statements read with Ind AS 112 on Disclosure of interests in other entities, the Audited Consolidated Financial Statements is provided in the Annual Report.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries is attached as ANNEXURE A to this Report in the prescribed form, AOC-1.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31st March 2025, the company has six (6) directors with an optimum combination of Executive and Non-Executive Directors including one woman director. The Board comprises 4 Non-Executive Directors, all of them are Independent Directors.

Pursuant to provisions of Section 203 of the Act, Mr. Sushil Suri, Chairman & Managing Director, Mr. Sanjay Suri, Whole Time Director, Mr. Ajay Kumar Sharma, Chief Financial Officer and Mr. Vipul Kumar Srivastava, Company Secretary, are the Key Managerial Personnel of the company as on 31st March 2025.

Changes in Directors & Key Managerial Personnel

During the year under review, the Members approved the following appointment and re-appointment of Directors.

The members in their 39th Annual General Meeting (AGM) held on 28th September 2024, inter-alia, approved the followings

1. appointment of Mr. Sanjay Suri (DIN: 00041590), who was retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment.

2. re-appointment of Mr. Praveen Kumar Dutt (DIN: 06712574) as Non-Executive Independent Director for second term of 5 consecutive years, till 12th August 2029.

3. appointment of Mr. Ranjit Khattar (DIN: 00726997) as Non-Executive Independent Director for a term of 5th consecutive years, being the first term, till 11th August 2029.

4. appointment of Mr. Sharad Jain (DIN: 06423452) as Non-Executive Independent Director for a term of 5th consecutive years, being the first term, till 26th August 2029.

5. On account of completion of second term, the office of Mr. Manoj Joshi (DIN: 00036546), Mr. Sukhcharan Singh (DIN: 00041987) and Mr. Bhupender Raj Wadhwa (DIN: 00012096), Non-Executive Independent Directors of the company, were vacated on 18th September 2024.

Mr. Sanjay Suri (DIN: 00041590), liable to retire by rotation and being eligible, offered himself for reappointment, at ensuing AGM. The Board of Directors of the company, based on the recommendation of nomination and remuneration committee and subject to approval of members of the company at ensuing AGM, recommend reappointment of Mr. Sanjay Suri at forthcoming AGM. The consent of members is being sought for said re- appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has reappointed Mrs. (Dr.) Savita (DIN: 08764773) as a Non- Executive Independent Director for a second term, commencing from 22 June 2025 and ending on 21nd June 2030. This re-appointment is subject to the approval of the members at the forthcoming AGM. Her first term had concluded on 21st June 2025. The consent of members is being sought for said re-appointment. Mr. Sanjay Suri (DIN: 00041590), has been re-appointed as Whole Time Director of the company for a period of 3 years by the Board of Directors on 6th August 2025, based on the recommendation of nomination and remuneration committee however subject to approval of members of the company at forthcoming AGM. The consent of members is being sought for said re-appointment.

Declaration by Independent Director(s)

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the company.

These declarations are submitted at the first Board meeting in which each Independent Director participates and subsequently at the first Board meeting of every financial year, or whenever there is any change in the circumstances that may affect their status as an Independent Director.

The Board has taken on record these declarations after undertaking due assessment of their veracity. The Board is satisfied with the integrity, expertise, and experience of all Independent Directors, including their proficiency as per Section 150(1) of the Act and applicable rules.

Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out its own performance evaluation, that of the Committees and the individual performance of its directors. The performance of non-independent directors, the Board as a whole and the Chairman of the company was evaluated, taking into account of views of executive directors and non-executive directors, in the separate meeting of the Independent Directors. The enclosed Corporate Governance Report containing the other relevant details of evaluation of Board, Committee and Directors.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in Corporate Governance Report.

Meetings of Board of Directors

The Board of Directors met six (6) times during the year under review, to transact the business of the company, the details of which are given in Corporate Governance Report.

Independent Directors Meeting

During the year under review, a separate meeting of the

Independent Directors of the company was held on 6th February 2025, without the presence of Non- Independent Directors and members of the Management except Company Secretary. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of chairperson of the company and assessed the quality, quantity, and timelines of flow of information between the company management and the Board. All the Independent Directors of the company were present in the meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read-with section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgements 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 and loss of the company for that period;

c) 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 prevention and detecting of fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively;

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

MANAGERIAL REMUNERAION AND OTHER DISCLOSURES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees (MRE) and other details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as ANNEXURE B.

(b) The Statement containing the particulars of employees as required under section 197(12) of the Act read with Rule 5(2) and other applicable Rules (if any) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure.

(c) In terms of Section 136 of the Act the said annexure is open for inspection at the Registered and Corporate office of the company during the working hours. Any member interested in obtaining a copy of the same may write to the company and obtain the copy within statutory prescribed timeline.

(d) No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the company or its subsidiary company.

AUDIT COMMITTEE

Your company has an Audit Committee in compliance of the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The complete details with respect to Audit Committee is given in the Corporate Governance Report.

VIGIL MECHANISM

The company has implemented a Whistle Blower Policy/ Vigil Mechanism enabled its Directors, Employees and Stakeholders to report their concerns regarding unethical behaviours, actual or suspected fraud or violation of the companys Code of Conduct or Policies. The said mechanism ensures adequate safeguard against victimization of individuals who utilise it and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee periodically review the effectiveness of this mechanism to ensure it proper functioning.

RISK MANAGEMENT

The company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that management controls the risk through means of a properly defined framework. This framework ensures that management effectively controls risks through a well-defined system.

In line with regulatory requirements, the company has formulated and adopted a Risk Management Policy that outlines the processes for risk identification, assessment, management, reporting, and disclosure.

To oversee the implementation and effectiveness of this policy, the Board has constituted a Risk Management Committee. This committee is responsible for monitoring and reviewing the companys risk management strategies and ensuring that appropriate measures are in place to mitigate identified risks.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of Act and Regulation 18 of the Listing Regulations, the company has constituted a Nomination and Remuneration Committee. The complete details with respect to the salient features of Nomination and Remuneration Committee, is given in the Corporate Governance Report.

The company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the company as formulated by Nomination and Remuneration Committee, pursuant to provisions of the Act and Para A of Part D of Schedule II of Listing Regulations, which acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors and appointment, removal and salary of Key Managerial Personnel and Senior Management Personnel.

The detailed policy formulated by Nomination and Remuneration Committee is available at http://www.morepen.com/pdf/Nomination-and-Remuneration-Policy.pdf.

STATUTORY AUDITORS

At 37th AGM held on 27th September 2022, M/s. S. P. Babuta & Associates, Chartered Accountants, (FRN: 007657N), were appointed by the members, as the Statutory Auditors of the company, for a term of five (5) consecutive years i.e., to hold office from the conclusion of the 37th AGM till the conclusion of 42nd AGM of the company, to be held in the year 2027.

EXPLANATION TO AUDITORS REPORT

The Notes on financial statement referred to in the Statutory Auditors Report, enclosed with the financial statements, are self-explanatory and do not call for any further comments. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks, or disclaimers, which would be required to be dealt with in the Boards Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Praveen Dua, Company Secretary, Proprietor of M/s. P D and Associates, Company Secretaries, was appointed by Board of Directors of the company as Secretarial Auditor of the company for the financial year 2024-25. The Secretarial Audit Report is annexed and forms part of this report as ANNEXURE C.

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 effective from 13th December 2024, subject to approval of the members, the company needs to appoint Secretarial Auditors for not more than a term of five consecutive years in case of individual Secretarial Auditor, for not more than two term of five consecutive years in case of Secretarial Audit firm subject to such terms and condition as explained in said amended Listing Regulations.

In connection with aforesaid amended Regulation 24A of the Listing Regulation read-with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has at its meeting held on 6th August, 2025 approved the appointment of M/s. P D and Associates, Company Secretaries, a proprietorship firm reported by Mr. Praveen Dua, having COP Number 2139, as the Secretarial Auditor of the company for a term of five consecutive years, commencing from 1st April 2025 to 31st March 2030. The said appointment is subject to approval of the members at AGM.

EXPLANATION TO SECRETARIAL AUDIT REPORT

The notes referred to in the secretarial auditors report of the company are self-explanatory and do not call for any further comments. The secretarial auditor report does not contain any qualification, reservation, adverse remark or disclaimer.

The observations made in point no. (f) i.e., in compliance with order passed by Honble NCLT, Chandigarh, the company had complied with the said order, whereas the exchanges has expressed their inability to proceed with the cancellation of shares from the total listed capital. The company will take the opportunity to re-present the matter with the Stock Exchanges for its expeditious resolution.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report in compliance with Regulation 34(2)(f) of the Listing Regulations, enclosed as ANNEXURE D.

SECRETARIAL STANDARDS

The company has established robust systems to ensure adherence to all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government. These systems are designed to facilitate compliance with the provisions of the Act, specifically Section 118(10), which mandates the observance of Secretarial Standards concerning General and Board Meetings.

To maintain effective implementation, the company regularly reviews and updates its internal processes to align with the evolving standards and best practices. This proactive approach ensures that the systems remain adequate and operate effectively, thereby upholding the highest standards of corporate governance.

COST AUDIT

Pursuant to Section 148 of the Act, read with the Companies

(Cost Records and Audit) Rules, 2014, the Cost Accounting Records maintained by the company are required to be audited by the Cost Auditors. The Board of Directors of the company on the recommendation of the Audit Committee, has appointed M/s. Vijender Sharma & Co., Cost

Accountants, as the Cost Auditor of the company for the financial year ended 31st March 2026, at a remuneration of 2.50 Lakhs, subject to the ratification of their remuneration by the members at the ensuing AGM.

INTERNAL FINANCIAL CONTROLS

The company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. The companys internal financial control procedures ensure that companys financial statements are reliable and prepared in accordance with the applicable laws.

Further, the Statutory Auditors, as per Section 143(3)(i) of the Act, have reported that the company has adequate internal financial controls in place and that such controls are operating effectively. The internal control measures ensure that the companys financial statements are reliable and prepared in accordance with applicable laws, thereby reinforcing the integrity of its financial reporting processes.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the company was constituted by the Board to monitor implementation of CSR activities by the company in accordance with Section 135 read with Schedule VII of the Act read with (Corporate Social Responsibility Policy) Rules, 2014, as amended. Based on the recommendation of the CSR Committee, your Board has adopted a CSR Policy indicating the activities to be undertaken by the company as specified in Schedule VII.

The composition of CSR Committee, the CSR Policy, Annual Action Plan and CSR initiatives undertaken during the year is annexed and forms part of this report as ANNEXURE E. The said information is also available on the companys website at https://www.morepen.com

HUMAN RESOURCES

A detailed review of Human Resources of the company is set out in the Management Discussion and Analysis Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace pursuant to the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal

Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The policy outlines a structured process for redressal and enquiry, to be followed by both complainants and the ICC when addressing incidents of sexual harassment. The policy is applicable to all women employees, including those who are permanent, temporary, contractual, or trainees.

During the year, the company did not receive any complaints of sexual harassment. However, within the group, one complaint was received and was resolved within the stipulated timeframe.

Pursuant to notification issued by the Ministry of Corporate Affairs dated 30th May 2025, amended the Companies (Accounts) Rules, 2014, vide the Companies (Accounts) Second Amendment Rules, 2025 effective from 14th July 2025, inter-alia, required the following disclosures:

(a) Number of complaints of sexual harassment received in the year - Nil,

(b) Number of complaints disposed off during the year - Not applicable; and

(c) Number of cases pending for more than ninety days - Nil

COMPLIANCE RELATING TO THE MATERNITY BENEFIT ACT 1961

The company is committed to upholding provisions underlined under the Maternity Benefit Act, 1961, as amended, ensuring the health, safety, and dignity of its women employees. All women employees, whether full-time, contractual, or temporary are eligible for maternity benefits if they have worked for at least 80 days in the 12 months preceding their expected delivery. For the first two children, 26 weeks of paid maternity leave is provided, with up to 8 weeks available before childbirth; for the third child onward, the entitlement is 12 weeks. Women who adopt a child under three months or become mothers via surrogacy also receive 12 weeks of paid leave, and an additional 2 weeks is granted for tubectomy.

Full salary, including regular allowances, is paid during maternity leave, and maternity-related healthcare is covered under the companys Mediclaim Policy. The company further supports working mothers with provisions such as two daily nursing breaks until the child is 15 months old and protection from hazardous work during pregnancy and lactation. Women cannot be compelled to work during rest hours, night shifts, or the six weeks immediately following delivery or miscarriage, unless they voluntarily choose to.

The company strictly prohibits any form of dismissal or negative changes in employment conditions during maternity leave. The concerned department of the company maintains thorough records of maternity leaves, and any violations of these rights are treated with seriousness, potentially leading to disciplinary or legal action. The company have a comprehensive policy to fostering a safe, inclusive, and supportive workplace for all women.

LEGAL & CORPORATE MATTERS

(i) With respect to the appointment of government directors on the board under section 408 of erstwhile Companies Act, 1956, the companys appeal, challenging Honble National Company Law Tribunal (NCLT) order dated 6th October 2021, confirming the appointment of two government nominee directors on the board of the company for a term of 3 years, was dismissed by the Honble National Company Law Appellate Tribunal (NCLAT) vide its order dated 25th April 2023.

Subsequently, the company filed an appeal before Honble Supreme Court of India, against the order passed by Honble NCLAT. The Honble Supreme Court through its order dated 29th May 2023, granted a stay on the contempt proceedings and also issued notice to the Central Government. The Central Government was filed a counter affidavit, and the matter is currently under adjudication.

(ii) In relation to the prosecutions initiated by the Registrar of Companies/ Central Government against the company and its directors u/s 235 of the erstwhile Companies Act, 1956, the company is defending itself as well as its past and present directors in the proceedings pending before the Court. Out of the 27 matters 13 have been compounded, while 14 matters remains pending adjudication. In respect of pending matters, the company has filed an application seeking a consolidated trial under Section 220 read with Section 219 of the Criminal Procedure Code, as the cases arise from the same transaction.

(iii) The Securities and Exchange Board of India (SEBI) filed an application dated 20th July, 2021, before the Honble Supreme Court of India, against order dated 15th April 2021 passed by Honble Securities Appellate Tribunal (SAT), Mumbai. The SAT had set aside the order passed by the SEBIs Whole-Time Member on 24th September 2019, which was prohibited the company from accessing the securities market for one year. On 22nd April 2025, Honble Supreme Court has admitted the appeal of SEBI. The matter is currently pending adjudication.

ANNUAL RETURN

The Annual Return is available at the website of the company at www.morepen.com and can be accessed by at http://www.morepen.com/pdf/Annual-Return.pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company post-date of signing of Balance Sheet of the company to the date of this report.

CONSERVTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANT OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as ANNEXURE F.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, one transaction has fallen under the definition of related party transaction as per Section 188(1) of the Act. Accordingly, the disclosure of related party transaction under Section 134(3)(h) of the Act in Form AOC -2 is enclosed herewith as ANNEXURE G.

Rest other related party transactions that were entered into during the financial year were on arms length basis and in the ordinary course of business. The requisite approvals of the Audit Committee are in place.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations and performance of the company is set out in the Management Discussion and Analysis Report pursuant to Part B of Schedule V of Listing Regulations which forms part of the Annual Report for the year under review as ANNEXURE H.

STATEMENT OF DEVIATION(s) AND VARIATION(s)

Pursuant to Regulation 32(4) of the Listing Regulations, there is no deviation or variation in the usages of QIP issue proceeds from the objects stated in the placement document read-with explanatory statement to the notice of general meeting, during the year under review.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated in Part E of Schedule V of Listing Regulations forms part of this report and is annexed as ANNEXURE I.

GENERAL DISCLOSURES

During the financial year under review:

a) there were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the company and its future operations.

b) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

c) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

d) there was no revision of financial statements and Boards Report of the company.

ACKNOWLEDGMENTS

The Directors extend their heartfelt gratitude to all stakeholders for their unwavering support, trust, and collaboration. We deeply appreciate the contributions to our shareholders, customers, online trade partners, dealers, suppliers, bankers, governments, and all other business associates. Your steadfast confidence and active engagement have been pivotal in driving our growth and success. We look forward to continuing this journey together, achieving new milestones and fostering enduring partnerships.

	For and on behalf of Board of Directors
	Sushil Suri
Place: Gurugram, Haryana	(Chairman & Managing Director)
Date: 6th August 2025	DIN: 00012028