Poly Medicure Ltd Directors Report

DIRECTORS REPORT

Your Directors are pleased to present the 31st Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements, for the financial year ended 31st March, 2026. The Report provides an overview of the Companys business operations, financial performance, significant developments, corporate governance practices, and other statutory disclosures for the year under review

Financial Results

			(Rs. in lacs)
	Standalone		Consolidated
Parameters	2025-26	2024-25	2025-26	2024-25
Revenue from Operations (Net)	1,66,246.5	1,60,180.0	1,87,525.9	1,66,983.2
Add: Other Income	11,991.8	8,977.2	12,008.2	8,912.8
Total Revenue	1,78,238.3	1,69,157.2	1,99,534.1	1,75,895.9
Profit before Interest, Tax, Depreciation and Amortization (EBITDA)(1)	44,610.9	44,591.1	45,770.0	45,856.6
Less: Depreciation & Amortization Expenses.	9,789.82	8,138.52	11,551.66	8,318.22
Less: Financial Costs	1,343.32	1,140.69	1,829.07	1,199.65
Profit Before Tax and exceptional Items	45,469.5	44,289.1	44,397.5	45,251.5
Less: Exceptional Items (2)	680.4		1,650.4
Profit Before Tax (PBT)	44,789.1	44,289.1	42,747.1	45,251.5
Less: Tax provision	11,190.6	11,155.6	10,674.1	11,395.8
Profit after Tax	33,598.5	33,133.5	32,073.0	33,855.7

(1) Operating EBITDA excludes other income and does not incorporate the impact of exceptional item

(2) Exceptional items considered, new labour code impact and acquisition related cost

The Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder, as notified by the Ministry of Corporate Affairs and amended from time to time. The financial statements have been prepared on a going concern basis and present a true and fair view of the financial position, financial performance, changes in equity, and cash flows of the Company for the year under review.

Briefly, during the year under report, the Companys consolidated total income increased to Rs. 1,99,534.1 lacs from Rs. 1,75,895.9 lacs in the previous year, registering a growth of 13.4% Revenue from operations increased to Rs.1,87,525.9 lacs from from Rs. 1,66,983.2 lacs in previous year registering a growth of 12.3%. Operating EBITDA was Rs. 45,770.0.87 lacs compared to Rs. 45,856.6 lacs in the previous year which translates into Op. EBITDA margin of 24.4%. Profit After Tax (PAT) is Rs. 32,073.0 lacs as against Rs. 33,855.7 lacs in the previous year

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report which forms part of the Directors Report.

Change in Share Capital I. Authorized Share Capital

During the year under review, there was no change in the authorized share capital of the Company. As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs.60,00,00,000/- divided into 12,00,00,000 equity shares of Rs.5/- each.

II. Paid-up Share Capital

During the year under review, the paid-up equity share capital of the Company increased from Rs. 50,66,28,575 as at March 31, 2025 to Rs. 50,67,97,450 as at March 31, 2026, representing an increase of Rs. 1,68,875. The increase was on account of the allotment of 33,775 equity shares of Rs. 5 each pursuant to the exercise of stock options by eligible employees under the Employee Stock Options Scheme, 2020.

Shares with Differential Voting Rights and sweat equity shares

The Company has not issue shares with differential voting rights and sweat equity shares during the year under review.

Fund raising through QIP and Utilization.

During the financial year 2025-26, the Company strengthened its global presence through the strategic acquisitions of Citieffe in Italy and PendraCare in Netherlands. These acquisitions mark a significant milestone in the Companys long-term growth strategy and reinforce its commitment to expanding its global healthcare platform.

The acquisition of Citieffe group, a renowned manufacturer and distributor of trauma and extremity fixation systems, enhances the Companys capabilities in the orthopaedic segment. With its established manufacturing facility, advanced technological expertise and strong distribution network across international markets, Citieffe broadens the Companys product portfolio and strengthens its presence in Europe.

The acquisition of PendraCare group, further strengthens the Companys position in the interventional cardiology segment. PendraCare specializes in the development and manufacturing of advanced cardiology and intervention products, including guiding catheters and diagnostic catheters. The acquisition expands the Companys technological capabilities, manufacturing capacity and regulatory footprint, enabling access to additional global markets.

These strategic acquisitions significantly enhance the Companys innovation capabilities, manufacturing excellence and international market reach. They also create meaningful synergies by complementing the existing product portfolio, strengthening research and development, and accelerating the Companys vision of becoming a leading global medical technology company.

Together, these acquisitions are expected to drive sustainable longterm growth, diversify revenue streams and create enhanced value for all stakeholders while supporting the Companys mission of delivering innovative healthcare solutions worldwide.

ESOP issuance

During the year under review, the Company made an amendment to the Poly Medicure Employee Stock Option Scheme, 2020 ("ESOP Scheme") by amending the definition of "Employee" under the Scheme. The amendment was carried out to align the ESOP Scheme with the Companys business requirements and the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. The said modification was duly approved by the Members of the Company through a Postal

Ballot, the results of which were declared and intimated to the Stock Exchanges on August 5, 2025, and the revised ESOP Scheme has been implemented accordingly.

The Company has framed ESOP Scheme 2020 for the benefit of its employees under which it has issued 33,775 equity shares respectively. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Scheme of the Company, in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity Shares) Regulations, 2021.

Statutory Disclosures:

In accordance with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the disclosure for the ESOP Scheme(s), as on the date of this Report is as under

s. No.	Particular	ESOP Scheme, 2020
1.	Option Granted	2,50,176
2.	Option Vested	1,43,000
3.	Option Exercised	1,22,250
4.	The total number of shares arising as a result of exercise of options	1,22,250
5.	Options Lapsed	23,850
6.	The exercised price	100
7.	Variation of terms of option	Not Applicable
8.	Money realized by exercise of Options	1,22,25,000
9.	Unvested and outstanding options/ available for future grant	7,73,674

Employee-wise details of options granted during FY 2025-26

Particular	Name	Designation	No. of options Granted	Exercise Price (Rs.)
Key Managerial Personnel	Pankaj Kumar Gupta	Executive Director	2,500	100
	Naresh Vijayvergiya	Chief Financial Officer	1,500	100
	Avinash Chandra	Company Secretary	600	100
	Ravi Prakash	Deputy Company Secretary	300	100
Any other employee who received a grant of options in any one year of option amounting to five percent or more of options granted during that year		None
Identified employees who were granted options during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant		None

Dividend

In keeping with the Companys tradition of rewarding the Shareholders, your directors are pleased to recommend a dividend of Rs. 3.50/- (@70%) per equity share of the face value of Rs.5/- each for the financial year ended on 31st March, 2026. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The dividend would be payable to all Shareholders whose names appear in the Register of Members and in respect of shares held in dematerialized form, to the members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited on book closure date.

The aforesaid dividend paid for year under review is in accordance with the Companys policy on Dividend Distribution which is linked to long-term growth objectives of your Company to be met by internal cash accruals. The Dividend Distribution Policy of the Company can be viewed on the Companys website at httPs://www.polvmedicure. com//wp:Content/.uplo.ad$/207.Q/09/Dividend-Distribution-Policy. pdf

Transfer to Reserves

The Board of Directors has proposed to transfer Rs. 2,500.00 lacs to General Reserves out of the profit available for appropriation.

Subsidiaries and Associate

The subsidiary companies performed as follows:

• Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of 71,115.27 lacs for the year ending 31st March, 2026 against Rs. 1,350.95 lacs in the previous year.

• Poly Medicure B.V., Amsterdam, Netherlands - During the year under review the Company has not done any business operations.

• Planl Health s.r.l., Italy, a step-down Subsidiary - The wholly owned subsidiary Company has achieved a turnover of Rs. 10,544.88 lacs for the year ending 31st December, 2026 against Rs. 7,393.41 lacs in the previous year.

• Planl Health India Pvt. Ltd., India - During the year under review the Company has not done any business operations.

• Poly Health Medical Inc.,(USA) - a step-down Subsidiary- The wholly owned subsidiary Company has achieved a turnover of Rs. 190.43 lacs for the year ending 31st March, 2026 against Rs. 88.45 lacs in the previous year.

• POLYHEALTH LTD in England and Wales - During the year under review the Company has achieved a turnover of Rs. 53.89 lacs for the year ending 31st March, 2026.

• Polymed Brazil LTDA - During the year under review the Company has not done any business operations.

• Himalayan Mineral Waters Private Limited - During the period under review, the Company has made acquisition of Himalayan Mineral Waters Private Limited pursuant to resolution plan approved by the Honble National Company Law Tribunal, Allahabad Bench (" NCLT") vide its order dated August 12, 2025 and National Company Law Appellate Tribunal vide its order dated 19th March 2026 has approved the resolution plan submitted by Poly Medicure Limited.

• Risor Holdings B.V., Netherlands - During the year, the Company incorporated a wholly owned Step-down subsidiary in Amsterdam, Netherlands on 29th August, 2025. During the year under review the Company has not done any business operations.

• Wellinq Holdings B.V., Netherlands - During the year, Risor Holdings B.V., a wholly owned Step-down subsidiary in Amsterdam, Netherlands of the Company has acquired Wellinq Holdings B.V., Netherlands on 3rd September, 2025, which is now a wholly owned Step-down subsidiary of the Company.

• Pendracare Holdings B.V., Netherlands - During the year, Risor Holdings B.V., a wholly owned Step-down subsidiary in Amsterdam, Netherlands of the Company has acquired Pendracare Holdings B.V., Netherlands on 3rd September, 2025, which is now a wholly owned Step-down subsidiary of the Company.

• Welling Medical B.V., Netherlands - During the year, Risor Holdings B.V., a wholly owned Step down subsidiary in Amsterdam, Netherlands of the Company has acquired Welling Medical B.V., Netherlands on 3rd September, 2025, which is now a wholly owned Step-down subsidiary of the Company.

• Medistream SA, Switzerland- During the year, Poly Medicure B.V., a wholly owned subsidiary in Amsterdam, Netherlands of the Company has acquired Medistream SA, Switzerland on 24th September, 2025, which is now a wholly owned Step-down subsidiary of the Company.

• Citieffe SRL, Italy- During the year, Poly Medicure B.V., a wholly owned subsidiary in Amsterdam, Netherlands of the Company has acquired Citieffe SRL, Italy on 24th September, 2025, which is now a wholly owned Step-down subsidiary of the Company

• Citieffe Inc, USA- During the year, Poly Medicure B.V., a wholly owned subsidiary in Amsterdam, Netherlands of the Company has acquired Citieffe Inc, USA on 24th September, 2025, which is now a wholly owned Step-down subsidiary of the Company.

• Citieffe De, Mexico- During the year, Poly Medicure B.V., a wholly owned subsidiary in Amsterdam, Netherlands of the Company has acquired Citieffe De, Mexico on 24th September, 2025, which is now a wholly owned Step-down subsidiary of the Company.

The Company has one Associate in Egypt, viz. and one in India

Ultra for Medical Products Company (ULTRA MED), Egypt - The Associate has achieved sales of Rs. 12,397.21 lacs during the year ending 31st December 2025, as compared to Rs. 11,649.62 lacs in the previous year.

AMPIN C&l Power Two Private Limited - A joint venture agreement has been entered amongst, Poly Medicure Limited and AMPIN C&l Power Private Limited, Under JV Agreement through which 26% of shareholding owned by Poly Medicure Limited and 74% owned by AMPIN C&l Power Private Limited, for the purpose of setting up a Solar Power Project, which will be set up to supply power to the company as a captive generating plant for companies manufacturing facility, in Haryana, India.

Audited financial statements of the subsidiaries of the Company are available on the website of the Company. The shareholders, who wish to receive a copy of Annual Accounts of the Subsidiary Companies, may request the Company Secretary for the same.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in prescribed Form AOC-1 is given in the Consolidated Financial Statements of Company and forms part of this Annual Report.

Transfer of Unpaid/Unclaimed Dividend Amounts to Investor Education and Protection Fund

During the year under review, the Company transferred an amount of Rs. 4,58,218 lying in the Unpaid/Unclaimed Dividend Account to the Investor Education and Protection Fund (IEPF) in compliance with the provisions of Section 124(5) read with Section 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended. The said amount represents the final dividend pertaining to the financial year 2017-18, which remained unpaid or unclaimed by the shareholders for a period of seven years from the date of its transfer to the Unpaid Dividend Account.

Directors

I. Retirement by rotation and subsequent re- appointment

Mr. Devendra Raj Mehta (DIN: 01067895), Non-Executive Director and Mr. Rishi Baid (DIN: 00048585), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. An appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile(s) of Mr. Devendra Raj Mehta and Mr. Rishi Baid, other related information is detailed in the Notice convening the 31st AGM of your Company. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

II. Appointment of Executive Director

During the financial year under review, there were following changes in the Board of Directors of the Company.

i. Mr. Vishal Baid (DIN: 00232727) was appointed as an Additional Director (Executive Director) of the Company with effect from 06 May, 2025 for a term not exceeding Five (5) Years in accordance with the provision of 149,152, 188 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 {including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Regulation 17 and other applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, whose appointment whole-time Director termed as (Executive Director) was regularised by way of shareholders approval through postal ballot meeting, result of which declared as on 05 August, 2025.

ii. Mr. Pankaj Kumar Gupta (DIN: 00232727) was appointed as an Additional Director (Executive Director) of the Company with effect from 08 August, 2025 for a term not exceeding Five (5) Years in accordance with the provision of 149,152,188 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Regulation 17 and other applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, whose appointment as whole-time Director termed as (Executive Director) was regularised by way of shareholders approval in 30th Annual General Meeting held on 25th September, 2025.

Declaration of Independence from Independent Directors

The Company has received declarations from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder and Schedule IV to the Act, as well as Regulations 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Based on the declarations received and after due assessment, the Board is of the opinion that all the Independent Directors fulfil the conditions of independence specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the Management.

The Board is also satisfied that all the Directors, including the Independent Directors, possess the requisite integrity, expertise, experience and proficiency. Collectively, they bring a diverse range of skills and competencies in areas such as corporate governance, strategy, finance, accounting and financial reporting, risk management, information technology, legal and regulatory matters, business management, industry knowledge, sustainability and environmental matters, as well as other disciplines relevant to the Companys business and operations.

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Rules made thereunder, following were the Key Managerial Personnel (KMPs) of the Company as on March 31,2025:

i. Shri Flimanshu Baid, Managing Director,

ii. Shri Rishi Baid, Joint Managing Director,

iii. Shri Vishal Baid, Executive Director

iv. Shri Pankaj Kumar Gupta, Executive Director

v. Shri Naresh Vijayvergiya, Chief Financial Officer,

vi. Shri Avinash Chandra, Company Secretary

vii. Shri Ravi Prakash, Deputy Company Secretary.

During the financial year under review, there were following changes in the Key Managerial Personnel of the Company:

The Members of the Company at their Postal Ballot Meeting on August 05, 2025 regularize the appointment of Mr. Vishal Baid (DIN: 00232727) as whole-time Director termed as (Executive Director) of the Company for a period of five (5) years effective from May 06, 2025.

The Members of the Company at their 30th Annual General Meeting on September 25, 2025 regularize the appointment of Mr. Pankaj Kumar Gupta (DIN: 11232604) as whole-time Director termed as (Executive Director) of the Company for a period of five (5) years effective from August 08,2025.

Material Changes and Commitments Affecting the Financial Position

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31,2026, and the date of the report.

Public Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Audit Committee

The composition of Audit Committee has been detailed in the Corporate Governance Report, forms an integral part of this Annual Report. All recommendations made by the Audit Committee have been accepted by the Board of Directors.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Rules made thereunder, Schedule IV to the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, that of its Committee, and individual Directors.

The Nomination and Remuneration Committee has laid down the criteria and framework for evaluating the performance of the Board, its Committees and individual Directors. The evaluation framework is designed to assess the effectiveness of the Board and its Committees in discharging their responsibilities and to identify areas for continuous improvement.

The performance of the Board was evaluated on various parameters, including, inter alia, its composition and structure, diversity, effectiveness in strategic planning and oversight, quality of decision-making, governance standards, risk management, succession planning, adequacy and timeliness of information flow, and the overall effectiveness of Board processes and functioning.

The performance of individual Directors was evaluated based on criteria such as attendance and active participation at Board and Committee Meetings, preparedness for meetings, contribution to strategic discussions, safeguarding the interests of stakeholders, adherence to ethical standards, and guidance and support provided to the management outside Board and Committee Meetings. The performance of the Chairman was also evaluated with reference to his leadership of the Board, effectiveness in setting the strategic agenda, promoting constructive discussions, facilitating active participation by all Directors, and fostering an effective decisionmaking process.

The performance of the Committees of the Board was evaluated on the basis of their composition, discharge of key responsibilities, effectiveness of deliberations, quality of recommendations made to the Board, and overall contribution towards strengthening the Companys governance framework.

The Independent Directors were evaluated by the entire Board, excluding the Director whose performance was being evaluated. The Independent Directors, in a separate meeting, reviewed the performance of the Chairman, the Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee also reviewed the overall performance of the Board, its Committees and individual Directors. The Board was satisfied with the outcome of the evaluation process and concluded that the Board, its Committees and individual Directors continue to operate effectively and efficiently in discharging their respective responsibilities.

Secretarial Standards

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures.

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended March 31, 2026, and of the profit of the company for that period.

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors ensures that the annual accounts of the company have been prepared on a going concern basis.

e) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operate effectively.

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the regulation 34 (2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015, a cash flow statement is part of the Annual Report 2025 - 2026. Further, the Consolidated Financial Statements of the Company for the financial year 2025-2026 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

Policy on Directors Appointment and Remuneration

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Companies Act, 2013, adopted by the Board are covered in Corporate Governance Report as Annexure - 1, which forms part of this Report.

Further, the policy also indicates the manner of performance evaluation of Independent Directors, Board committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors.

Annual Return

In terms of Section 93(3) of the Companies Act, 2013, as amended the Annual Return of the Company is placed on the website of the Company www.polymedicure.com on the following link https:// www.polymedicure.com/annual-return-as-provided-under-section- 92-of-the-companies-act-2013/

AUDITORS AND AUDITORS REPORT

Statutory Auditors

At the 29th Annual General Meeting held on September 26,2024 M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2029.

Your Company has received a certificate from M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N) confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any comments. The Auditors Report does not contain any qualifications, reservations, or adverse remarks.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them under sub- section(12) of Section 143 of the Act.

Cost Auditor

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year ended March 31,2026.

The Board of Directors on basis the recommendation of the Audit Committee re-appointed M/s. Jai Prakash & Co., Cost Accountants as Cost Auditor for the financial year 2026-27. M/s. Jai Prakash & Co., Cost Accountants have been re-appointed as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2026-27 and approval of the members is being sought for ratification of their remuneration.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company appointed M/s. P.K. Mishra & Associates, Company Secretaries ("Secretarial Auditors") to conduct the Secretarial Audit of the Company for the Financial Year ended March 31,2026.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, is attached herewith as Annexure - 2 and forms an integral part of this Annual Report. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.

Further, pursuant to the provisions of the Regulation 24Aof the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the recommendation of the Audit Committee, the Board of Directors of your Company appointed M/s. P.K. Mishra & Associates, Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 2025-26 to FY 2029-30, subject to the approval of Members 30th Annual General Meeting held on 25th September, 2025.

M/s. P.K. Mishra & Associates, Company Secretaries have provided their consent to be appointed as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s. P.K. Mishra & Associates, Company Secretaries as Secretarial Auditors of the Company was placed in the Notice of 30th Annual General Meeting.

Business Responsibility and Sustainability Report (BRSR)

A detailed Business Responsibility & Sustainability Report (BRSR) has been prepared. As a green initiative the BRSR is placed on website of your Company and can be accessed at the following link https://www.polymedicure.com /wp-content/uploads/2026/08/ Business-Responsibility-and-Sustainability-Report-2025-26.pdf

Particulars of Loans, Guarantees or Investments under Section 186

The Particulars of Loans, Investments and guarantees made/given by the Company, under Section 186 of the Companies Act, 2013, are furnished in Annexure - 3 and forms part of the Report

Unsecured Loan From Directors:

During the year, the company has not borrowed an unsecured loan from any of the Director of the Company.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC - 2 in Annexure - 4 and form part of this Report. The Related Party Transaction Policy can be accessed at the following link https://www.polymedicure.com/wp-content/uploads/2023/02/ policy-on-dealing-with-related-party-transactions.pdf

The details of Related Party Transaction is available under Note No. 40 of the Standalone Financial Statement for the year.

Fixed Deposits

Your Company has not accepted/or invited any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and Section 73 or 76 of the Companies Act, 2013.

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having a net worth of 7 500 Crore or more, or a turnover of Rs. 1,000 Crore or more or a net profit of 7 5 Crore or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such Companies are required to spend at least 2% of the average net profits of their immediately preceding three financial years on CSR related activities.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company remains committed to undertaking meaningful CSR initiatives that create sustainable social impact.

For the financial year 2025-26, the Companys CSR obligation, being 2% of the average net profits of the preceding three financial years, amounted to Rs. 636.70 lacs. The Company had an eligible excess CSR expenditure of 7 228.49 lacs available for set-off, comprising 7 180.66 lacs carried forward from the financial year 2023-24 and Rs. 47.83 lacs arising from excess expenditure incurred during the financial year 2024-25, in accordance with the applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

After availing the eligible set-off, the net CSR obligation for the financial year 2025-26 was Rs. 408.21 lacs. During the year, the Company spent 7 408.21 lacs on various CSR projects and programmes falling within the activities specified under Schedule VII of the Companies Act, 2013, thereby fully meeting its CSR obligation for the year.

Details of CSR policy and the initiatives adopted by the Company on CSR during the year are available at https://www.polymedicure. com//wp-content/uploads/2019/07/CSR_Policy_2015.pdf

The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 5 to this Report in the prescribed format.

Vigil Mechanism/ Whistle Blower Policy;

Your Company has a Whistle Blower Mechanism in place as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has a "Policy on Whistle Blower and Vigil Mechanism" to deal with instance of fraud and mismanagement, if any. In keeping true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Whistle blower policy is displayed on the Companys Website viz, https://www.polymedicure.com/wp-content/uploads/2023/02/ vigil-mechanism-and-whistle-blower-policy.pdf

Prevention of Sexual Harassment at Workplace

The Company is committed to providing a safe, secure and respectful work environment that is free from sexual harassment and discrimination. The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment (POSH Policy) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

The POSH Policy is applicable to all employees, including permanent, contractual, temporary employees and trainees. The Policy is gender inclusive and provides a robust mechanism for prevention, prohibition and redressal of complaints relating to sexual harassment while ensuring complete confidentiality and protection of the individuals involved.

The Company has constituted Internal Complaints Committees (ICCs) at its respective locations in compliance with the provisions of the POSH Act to address and resolve complaints of sexual harassment in a fair, impartial and time-bound manner.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of the POSH Act.

To foster awareness and promote a culture of dignity and mutual respect at the workplace, the Company regularly conducts awareness programmes and sensitization sessions for its employees on the provisions of the POSH Act and the Companys POSH Policy.

During the year under review, no complaints were received by the Committee for Redressal.

Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is committed against recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

Details in respect of Adequacy of Internal Financial Controls with reference to the financial statements

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Audit Committee of the Board reviews reports submitted by the independent internal auditors and monitors follow-up and corrective actions.

During the financial year 2025-26, the adequacy and effectiveness of the Companys internal financial controls were evaluated through periodic testing. Based on such evaluation, no material weakness or significant deficiency was observed in the design or operating effectiveness of these controls.

The Directors have confirmed the adequacy and effectiveness of the internal financial controls in the Directors Responsibility Statement forming part of this Report.

Particulars of Employees pursuant to Section 197(12)

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure-6.

Particulars of Employees and Related Disclosures in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may send their email to cs@polymedicure.com.

Quality and Certification

We place the highest priority on quality and regulatory compliance by implementing rigorous quality control procedures throughout the entire manufacturing process, from raw material procurement to finished product release. Our quality assurance team monitors production stages and conducts finished product inspections to ensure compliance with current Good Manufacturing Practices (GMP). Our facilities undergo routine internal and independent external audits, adhering to international standards. We hold various certifications, including ISO 9001:2015, EN ISO 13485:2016, ISO 14001:2015, and MDSAR reflecting our commitment to quality, environmental responsibility, and regulatory excellence. All our manufacturing sites are certified for EU MDR 2017/745, covering our entire product range and some of our devices are US FDA 510(k) cleared. Our manufacturing process involves sourcing and testing raw materials, molding or tubing through extruders, component assembly, sample testing, sterilization, and quality checks. With state-of-the-art manufacturing facilities in India, China, Italy, Netherland and Egypt accredited with international quality certifications, we believe our manufacturing capabilities enable us to supply high-quality medical devices globally giving us a competitive advantage in both Indian and International markets

Human Resources

Human resources continue to be one of the Companys most valuable assets and play a vital role in driving sustainable growth and operational excellence. The Company remains committed to fostering an inclusive, collaborative and high-performance work culture by enhancing employee experience, engagement and capability development.

The Company focuses on the holistic development of its workforce through structured induction programmes, continuous learning initiatives, leadership development programmes and employee wellness activities. Regular training programmes are conducted to strengthen both technical competencies and behavioural skills, enabling employees to meet evolving business requirements effectively.

Employee engagement initiatives include the publication of the Companys quarterly magazine, "Seekh", which showcases learning and development activities, recognition of employee achievements and organizational updates. The Company also promotes employee well-being through annual preventive health check-ups, health insurance coverage for employees and their eligible family members, fitness initiatives, family picnics and various cultural and recreational programmes that foster teamwork, collaboration and stronger employee-management relationships.

The Company continues to maintain harmonious industrial relations across all its operations. Employees are not represented by any labour union, and during the year under review, there were no work stoppages, strikes, demonstrations or industrial disputes affecting the Companys operations.

Credit Rating

CRISIL continues to accord the Company with the ratings on the bank facilities of the Company as under

Long-Term Rating	CRISIL AA-/ Stable
Short Term Rating	CRISIL A1 +

Risk Management

The Company recognizes that effective risk management is integral to achieving its strategic objectives and ensuring sustainable business growth. Accordingly, the Company has established a robust risk management framework to identify, assess, monitor and mitigate risks arising from internal as well as external factors that may impact its business operations.

The Companys Risk Management Policy provides a structured approach for identifying and managing key business risks within the risk appetite approved by the Board of Directors. Risk mitigation measures are periodically reviewed and integrated into the Companys strategic, business and operational planning processes to enhance resilience and support informed decision-making.

The Company has constituted a Risk Management Committee in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee oversees the implementation of the risk management framework and periodically reviews key enterprise risks and mitigation measures. Details of the composition and meetings of the Risk Management Committee are provided in the Corporate Governance Report forming part of this Annual Report.

Global Economic Volatility Risk

The Companys business performance and growth are influenced by the overall macroeconomic environment in India and global markets. Economic conditions such as fluctuations in GDP growth, inflation, interest rates, foreign exchange rates, liquidity, changes in government policies, geopolitical developments and global trade dynamics may have an impact on business sentiment, customer demand and the overall operating environment.

In addition, uncertainties arising from global economic slowdowns, recessionary trends, supply chain disruptions, trade restrictions and volatility in international financial markets may indirectly affect the Indian economy and the Companys business operations. Such developments could influence the availability and cost of capital, demand for the Companys products and services, input costs and overall profitability.

The Company continuously monitors macroeconomic developments and market conditions and adopts appropriate business and financial strategies to mitigate potential risks. While these measures enhance the Companys resilience, any prolonged adverse changes in the domestic or global economic environment may have an impact on the Companys business operations, financial performance and future growth prospects.

Business and Regulatory Risk

The Company continues to pursue its strategic objective of expanding its global footprint and strengthening its presence in international markets. During the financial year 2025-26, the Company completed strategic acquisitions in the Netherlands and Italy, further enhancing its manufacturing capabilities, product portfolio and access to key international markets. The Company also has an established presence through its offices in the United Kingdom and the United States, enabling it to serve customers across major global markets more effectively.

As the Company expands its international operations, it is exposed to various risks and uncertainties, including geopolitical developments, changes in economic conditions, foreign exchange and interest rate fluctuations, evolving competitive landscapes, local customer preferences, supply chain disruptions, workforce availability, differences in legal and regulatory frameworks, protection of intellectual property rights and extended receivable cycles. These factors may adversely affect the Companys ability to execute its global growth strategy, expand market share and achieve the expected financial and operational benefits from its international operations.

Further, the Companys international business is subject to diverse and evolving regulatory requirements governing the manufacture, registration, marketing and sale of medical devices across various jurisdictions. Regulatory approvals, certifications and product registrations are required to be obtained and, in many cases, periodically renewed or recertified. Any changes in regulatory requirements, delays in obtaining or renewing approvals, or non- compliance with applicable laws may result in increased compliance costs, restrictions on product sales, product recalls or other regulatory actions, which could adversely impact the Companys business operations, financial performance and growth prospects. The Company continuously monitors regulatory developments across the jurisdictions in which it operates and has established robust quality, regulatory and compliance systems to support timely compliance with applicable requirements and mitigate associated risks.

Foreign Exchange Risk

The Company derives a significant portion of its revenue from exports and, accordingly, is exposed to fluctuations in foreign currency exchange rates. Volatility in exchange rates may have an impact on the Companys revenues, margins, cash flows and overall financial performance. While the Company periodically reviews and revises product prices, it may not always be possible to fully pass on the impact of adverse currency movements to customers in international markets.

To mitigate foreign exchange risk, the Company follows a prudent risk management framework that includes natural hedging through imports and foreign currency payables, the use of forward exchange contracts and other appropriate hedging instruments, wherever considered necessary, in accordance with its Board-approved Foreign Exchange Risk Management Policy. The Companys treasury function continuously monitors foreign currency exposures and market movements to manage the associated risks effectively.

While these measures help reduce the impact of currency volatility, significant or prolonged fluctuations in foreign exchange rates may nevertheless adversely affect the Companys financial performance and cash flows.

Competition Risk

The medical devices industry is highly competitive and continues to attract new domestic and international participants, resulting in increased competition across product categories and markets. Competitive pressures arising from pricing, technological advancements, product innovation, regulatory compliance and evolving customer expectations may impact the Companys market share and profitability.

To sustain its competitive advantage, the Company continues to invest in research and development, product innovation, quality enhancement and manufacturing excellence. The Company focuses on delivering high-quality, value-driven products at competitive prices while maintaining stringent quality standards and regulatory compliance across its operations.

The Company also continues to strengthen its presence in both domestic and international markets through strategic expansion initiatives, product portfolio diversification and customer-centric solutions. Ongoing investments in advanced technologies, operational efficiency and quality systems enable the Company to enhance its competitiveness, support long-term growth and reinforce its leadership position in the industry.

Human Resources Risk

The Companys continued success depends significantly on its ability to attract, develop and retain skilled professionals across its business functions. The loss of key talent or the inability to recruit and retain qualified personnel could adversely affect business operations, innovation, customer relationships and long-term growth.

To address this risk, the Company has implemented comprehensive talent management and employee engagement initiatives focused on attracting, developing and retaining a high-performing workforce. These include competitive compensation and benefits, structured learning and development programmes, leadership development initiatives, performance-based rewards and recognition, and a safe, inclusive and engaging work environment.

The Company also promotes a culture of transparency, collaboration and continuous learning, which strengthens employee engagement and supports long-term retention of skilled professionals. These initiatives enable the Company to build a resilient workforce capable of supporting its strategic objectives and sustainable growth.

Corporate Governance

As a listed entity, the Company is required to comply with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable statutory and regulatory requirements. Any non-compliance with these requirements may result in regulatory actions, penalties and reputational risks.

The Company has established a robust governance and compliance framework to ensure adherence to all applicable laws, regulations and disclosure requirements. The Company has complied with the corporate governance requirements prescribed under the SEBI Listing Regulations, including those relating to the composition of the Board of Directors, constitution and functioning of Board Committees, statutory disclosures and other governance practices.

All members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Companys Code of Conduct for the financial year ended 31 March 2026, as required under Regulation 26(3) of the SEBI Listing Regulations. A declaration to this effect, duly signed by the Managing Director, forms part of the Corporate Governance Report included in this Annual Report.

The Company continuously monitors changes in the regulatory landscape and strengthens its internal compliance processes to ensure timely implementation of applicable legal and regulatory requirements, thereby promoting transparency, accountability and the highest standards of corporate governance.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the provision of Regulation 34 of the Listing Regulation is provided in "Annexure-7" forming part of Directors Report.

Listing

The Shares of your Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 2026- 27 have been paid.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in "Annexure - 8" and forming an integral part of this Report.

Green Initiatives and Reduced Carbon Footprints

In support of the Green Initiative and in line with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company proposes to send the Notice of the Annual General Meeting, Annual Report and other shareholder communications for the financial year ended 31st March 2026 in electronic mode to those Members whose email addresses are registered with the Company, the Registrar and Share Transfer Agent or their respective Depository Participants.

The Annual Report for the financial year 2025-26, along with the Notice convening the 31st Annual General Meeting, will also be made available on the Companys website for easy access by the Members. Members may also inspect the relevant documents at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting.

Members who wish to receive a physical copy of the Annual Report and other shareholder communications may submit a request to the Company, and the same will be provided free of cost, subject to the applicable statutory provisions and regulatory requirements.

Members holding shares in electronic form are requested to register or update their email addresses and other contact details with their respective Depository Participants. Members holding shares in physical form are requested to register or update their email addresses with the Companys Registrar and Share Transfer Agent to enable the Company to send communications electronically.

Significant and material orders passed by the Regulators or Courts

There is no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Companys operations in future.

Other Disclosures

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Directors nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• Neither application was made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

S No settlements have been made with banks or financial institutions.

Acknowledgements & Appreciation

Your Directors take this opportunity to express their sincere gratitude to the Central Government, State Governments, statutory and regulatory authorities and local authorities for their continued guidance, support and cooperation

The Directors place on record their deep appreciation for the dedication, commitment and invaluable contribution of the Companys employees at all levels, whose continued efforts have been instrumental in the Companys performance and growth.

The Directors also extend their heartfelt thanks to the Companys customers, distributors, dealers, suppliers, business associates, bankers, financial institutions, lenders, transporters, consultants, advisors and the local communities for their continued trust, support and cooperation.

Finally, the Directors express their sincere gratitude to the Members of the Company for their continued confidence, encouragement and unwavering trust in the management and the Company. The Board looks forward to their continued support as the Company progresses on its journey of sustainable growth and value creation

	For and on behalf of Board of Directors
07th August, 2026	D. R. Mehta	Himanshu Baid
New Delhi	Chairman	Managing Director