Directors Report of Medicamen Organics Ltd.

Mar 31, 2025

It is our pleasure to present the 30th Annual Report, highlighting the Company''s achievements and Audited Accounts for the financial year ended March 31, 2025. This year has been remarkable, with outstanding performance across various areas, reflecting our team''s commitment, customers'' loyalty, and the strength of our long-term vision. The report outlines key developments, financial highlights, and our strategic direction for the future.

The Board of Directors hereby submits the report of the business and operations of Medicamen Organics Limited along with the audited financial statements, for the financial year ended March 31, 2025 and the reports of the Auditors thereon.

FINANCIAL SUMMARY OF OPERATIONS

Amount in Lakhs
Particulars	F.Y. 2024-25	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2023-24
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operations	3818.77	3708.77	2527.17	2527.17
Other Income	9.50	9.50	1.79	1.79
Total Income	3828.27	3718.27	2528.96	2528.96
Less: Total Expenses before Depreciation, Finance Cost and Tax	3160.20	3154.63	2053.40	2053.40
Profit before Depreciation, Finance Cost and Tax	668.07	563.64	475.56	475.56
Less: Depreciation	73.68	73.68	71.94	71.94
Less: Finance Cost	51.36	51.27	64.74	64.74
Profit Before Extraordinary & Exceptional Items and Tax	543.03	438.69	338.88	338.88
Less: Extraordinary & Exceptional Items	-	-	-104.81	-104.81
Profit before tax	543.03	438.59	443.69	443.69
Less: Current Tax	140.87	114.17	96.20	96.20
Less: Earlier Years Tax	-	-	-	-
Less: Deferred tax Liability (Asset)	-2.55	-2.55	85.06	85.06
Profit after Tax	404.71	327.08	262.43	262.43

FINANCIAL PERFORMANCE

STATE OF COMPANY''S PERFORMANCE (STANDALONE):

The Standalone revenue of your Company for FY 2024-25:-

The revenue of the company of ^ 3708.77 Lakhs as compared to ^ 2527.17 Lakhs in the previous year. The net Profit after Tax to ^ 327.08 Lakhs as compared to ^ 262.43 Lakhs in the previous year.

STATE OF COMPANY''S PERFORMANCE (CONSOLIDATED):

The consolidated total revenue of your Company for FY 2024-25:-

The revenue of the company to ^ 3818.77 Lakhs as compared to ^ 2527.17 Lakhs in the previous year. ¦ The net profit after Tax to ^ 327.08 Lakhs as compared to loss of ^ 262.43 Lakhs in the previous year.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

The Company has been able to effectively maintain strong financial margins and profitability metrics. Your Directors are pleased to report that the fundamentals of the business remain sound and robust.

DIVIDEND

In view of the Company''s strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-25.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S AFFAIRS

Our Company is engaged in developing, manufacturing and distribution of broad range of pharmaceutical dosage including generic dosage in form of Tablets, Capsules, Oral Liquids, Ointments, Gel, Syrups, Suspension and Dry powders for government (including both state and central governments) and private institutions as contract manufacturer / third party manufacturer. We market our product to private pharma companies in domestic as well as international markets through third party distributors or on loan license basis. Further, our Company is also strategically focusing on establishing a direct presence in international market for an instance in fiscal 2023 and 2024, we have directly exported our product in Burundi. We have a track record of operating B2B model which covers contract manufacturing model. Our products are marketed across India as well as African, CIS and south East Asian Countries like Congo, Benin, Cameg, Togo, Senegal, Burkina Faso, Philippines, Myanmar, Mozambique, Togo, Burundi, Kyrgyzstan and Kenya by our third-party distributor.

Medicamen Organics Limited strengthens market position through the Subsidiary Ecosystem

1. Grande Etoile Pharmaceuticals Limited

The Company is engaged in the manufacture and processing of pharmaceutical and botanical products, including antibiotics, drugs, medicines, vaccines, healthcare products, ayurvedic and dietary supplements, and related chemical preparations.

The company also deals in a wide range of medicinal and healthcare goods such as surgical instruments, contraceptives, veterinary medicines, cosmetics, hospital supplies, and proprietary medicines. Its operations include bottling, repackaging, and processing of tablets, capsules, syrups, injections, and ointments. Additionally, it functions as a chemist, druggist, agent, distributor, and stockist of pharmaceutical and allied products.

Grande Etoile further manufactures and trades in a variety of cosmetic and personal care products, including perfumes, lotions, creams, ointments, powders, toilet requisites, and cleansing compounds.

2. Depot Yogo Pharmacy Limited

The object of the company is to enhance access to essential medicines across the East Africa region and contribute to the advancement of healthcare in Rwanda. The company seeks to establish itself as a globally trusted pharmaceutical entity by engaging in the distribution of high-quality, affordable generic pharmaceuticals and other healthcare products. Additionally, the company is dedicated to creating long-term value for patients, healthcare providers, and stakeholders through sustainable and responsible business practices.

LISTING

The equity shares of the Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE) with effect from June 28, 2024. The Company has paid the annual listing fees to the NSE and is in compliance with all applicable listing regulations.

During the year under review, the Company allotted equity shares pursuant to a preferential issue and upon conversion of warrants into equity shares. These shares were subsequently listed on the exchange, and the Company also received the trading approval from the NSE for the same.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR AND THE DATE OF THE REPORT

Medicamen Organics Limited has taken a significant strategic step towards business expansion and vertical integration by acquiring a majority equity stake in two key entities — M/s. Grande Etoile Pharmaceuticals Limited (50.92%) and M/s. Depot Yogo Pharmacy Limited (51%).

These acquisitions have resulted in both companies becoming subsidiaries of Medicamen Organics Limited during the reporting period. Accordingly, the financial results of both entities have been incorporated into the consolidated financial statements of the Company, in compliance with applicable accounting standards.

This move forms part of the Company''s broader vision to build a synergistic subsidiary ecosystem that enhances its market presence, operational efficiency, and product portfolio diversification. By bringing these subsidiaries under its fold, Medicamen Organics gains access to expanded manufacturing capacities, wider distribution channels, and an extended product range - including pharmaceuticals, botanicals, healthcare products, cosmetics, and veterinary medicines.

The acquisition of M/s. Grande Etoile Pharmaceuticals Limited aligns with the Company''s focus on strengthening its manufacturing and formulation capabilities across multiple therapeutic segments. Meanwhile, M/s. Depot Yogo Pharmacy Limited, with its established distribution and retail infrastructure, enables forward integration into key consumer markets, thereby ensuring better control over the value chain and improved customer reach.

These strategic investments not only reinforce the Company''s leadership position in the pharmaceutical sector but also create new growth opportunities in domestic and international markets. Going forward, the Company remains committed to leveraging the combined strengths of its subsidiary ecosystem to drive innovation, achieve economies of scale, and deliver long-term value to stakeholders.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW • Initial Public Offer

During the year, the Company raised ^ 1054 Lakhs through an initial public offering of 31,00,000 equity shares at ^ 10 each, with a premium of ^ 24 per share. These shares began trading on the NSE SME EMERGE from June 28, 2024. The IPO funds were used for Funding of expenses proposed to be incurred towards Product registration in the international markets, Plant updation and increase in production capacity, Funding working capital requirements of our Company, General Corporate Purposes as outlined in the Prospectus dated June 13, 2024.

• Preferential Issue

During the year, the Company completed a preferential issue of Conversion of warrants into equity shares. For detailed information regarding this issuance, please refer to the "Share Capital" section of this report.

• Change in Management

During the year, the Company has appointed Director (Executive) in the Board of the Company. For detailed information, please refer to the "Directors and Key Managerial Personnel" section of this report

• Acquisitions of Business

During the year, the Company acquired two companies. For detailed information regarding these acquisitions, please refer to the "Subsidiary Companies" section of this report

SHARE CAPITAL Authorized Capital

The Authorized share Capital of the Company, as at closure of financial year 2024-25, was R 1400.00 Lakhs divided into 1,40,00,000 Equity Shares of R 10.00/- each.

Issued, Subscribed & Paid-up Capital

During the year under review, there was change in the Paid up Capital of the Company. The paid up capital was increased from R 8,60,00,000 divided into 86,00,000 equity shares of Rs.10/ each to R 11,70,00,000 divided into

1.17.00. 000 equity shares of Rs.10/ each. In conjunction with the listing, the Company has successfully issued

31.00. 000 new equity shares at a face value of R10 each. These shares were issued at a premium of R24 per share, resulting in an effective issue price of R34 per share. The public response to this offering was overwhelmingly positive, with the issue being subscribed by 994 times.

This remarkable subscription rate reflects strong investor confidence in the company''s vision, growth potential, and strategic direction. The equity shares issued during the year rank pari- passu with the existing Equity Shares of your Company.

The Company has achieved a significant milestone by listing its shares on the NSE SME Emerge platform. This strategic move marks the company''s entry into the public capital markets, enhancing its visibility, credibility, and accessibility to a broader range of investors. The listing on NSE SME Emerge is expected to facilitate future growth, provide greater liquidity to shareholders, and support the company''s long-term strategic objectives. The proceeds

from the new share issuance are intended to be used as per the objects mentioned in the offer documents.

During the financial year, the Company has issued and allotted 4,65,910 (Four Lakhs Sixty Five Thousand Nine Hundred and Ten Only) Fully Convertible Warrants ("Warrants") on preferential basis to the person belonging to "Promoter Category. These warrants are fully convertible into equity shares of face value R10 each and were issued at a price of R64.34/- per warrant higher than the floor price determined in accordance with the Regulation 164 of Chapter V of SEBI ICDR Regulations. The warrants were allotted to the company''s promoter. The issuance was duly approved by the Board of Directors and the members of the company via Postal Ballot on January 08, 2025 and February 07, 2025 respectively, adhering to all regulatory and compliance requirements. The company received 25% of the total issue amount upfront as subscription money at the time of allotment.

The remaining 75% of the total issue amount is payable by the allottees within a period of 18 months from the date of allotment. Upon full payment, each warrant holder has the right to convert their warrants into equity shares, thereby potentially increasing the company''s equity base and aligning the interests of the warrant holders with the long-term success of the company. The issuance of these warrants is aimed fulfill working capital requirements and/or general corporate purpose. This infusion of capital will enable Medicamen Organics Limited to accelerate its growth initiatives, strengthen its market position, expansion of business into different domain also and enhance shareholder value.

The funds raised through warrant conversions were strategically deployed towards the purposes stated in the offer documents.

This infusion of equity capital has enhanced the financial strength of the Company, reduced its dependence on external borrowings, and empowered it to pursue aggressive growth strategies with greater agility. It is also a strong reflection of the continued confidence reposed by the promoters and investors in the long-term vision of the Company. The additional capital is expected to contribute significantly to the Company''s ability to scale operations, enhance shareholder value, and solidify its leadership across both existing and emerging market segments.

SUBSIDARIES AND OTHER ASSOCIATES COMPANIES Subsidiaries

1. Grande Etoile Pharmaceuticals Limited

Grand Etoile Pharmaceuticals Limited, incorporated on December 12, 2024, is a subsidiary of the Company in which it holds a 50.92% equity stake. The subsidiary is engaged in the manufacture and processing of pharmaceutical and botanical products, including antibiotics, drugs, medicines, vaccines, healthcare products, ayurvedic and dietary supplements, and related chemical preparations.

The company also deals in a wide range of medicinal and healthcare goods such as surgical instruments, contraceptives, veterinary medicines, cosmetics, hospital supplies, and proprietary medicines. Its operations include bottling, repackaging, and processing of tablets, capsules, syrups, injections, and ointments. Additionally, it functions as a chemist, druggist, agent, distributor, and stockist of pharmaceutical and allied products.

Grande Etoile further manufactures and trades in a variety of cosmetic and personal care products, including perfumes, lotions, creams, ointments, powders, toilet requisites, and cleansing compounds.

2. Depot Yego Pharmacy Limited

Depot Yego Pharmacy Limited, is a subsidiary of the Company in which it holds a 51% equity stake. The subsidiary is engaged in the manufacturing and marketing of pharmaceutical products, contributing to the Company''s presence in the healthcare sectos.

Associate Company

1. Redline Health Care Private Limited

Redline Health Care Private Limited, incorporated on May 22, 2015, is an associate company. The Company is engaged in the manufacturing and marketing of pharmaceutical products and contributes to the Company''s strategic initiatives in the healthcare sector.

During the year, Depot Yego Pharmacy Limited and Grande Etoile Pharmaceuticals Limited become the subsidiary of Medicamen Organics Limited. As on March 31, 2025. A report on the performance and financial position of the Company''s subsidiaries and the contribution made by these entities, as included in the consolidated financial statements.

Additionally, a detailed update on the business operations of the Company''s key operating subsidiaries and associate company is provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of this Annual Report. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and other related documents of the subsidiary companies are not annexed with the standalone financial statements of the Company. However, the complete set of financial statements, including those of subsidiary and associate companies, is available on the Company''s website at www.medicamenorganics.com in for inspection by shareholders and stakeholders.

BOARD MEETINGS

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 11 (Eleven) times, viz

Month Dates

April 2024 30.04.2024

May 2024 -

June 2024 13.06.2024, 26.06.2024, 27.06.2024

July 2024 12.07.2024

August 2024 26.08.2024

September 2024 -

October 2024 -

November 2024 14.11.2024, 28.11.2024

December 2024 -

January 2025 08.01.2025

February 2025 -

March 2025 13.03.2025, 27.03.2025

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (''SS 1'') issued by the Institute of Company Secretaries of India (''ICSI''), the attendance of Directors at Board meetings held during the financial year 202425 are as under:
|SI. No.		Name of Director						Board Meeting
1		Bal Kishan Gupta						11
2		Ashutosh Gupta						11
3		Shailesh Harimohan Gaur						06
4		Sneh Gaur						11
5		Sachin Gupta						11
6		Rajinder Kumar Gupta						11
7		Rakesh Kumar						11
8		Brijesh Kumar Chaubey						04
GENERAL MEETING During the year under review, the following General Meeting were held:
SI. No.	Type of Meeting			Date of Meeting	Total Number of members entitled to date attend meeting		Attendance Number of % of members attendance Attended
1.	Annual General Meeting			September 27, 2024	385		9 2.34
Apart from the General Meeting mentioned above, the company has conducted 1 (One) Postal Ballot during the year under review on February 07, 2025. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Name of Directors / KMP			Director Identification Number (DIN)	Designation	Category
Bal Kishan Gupta			00032772	Managing Director		Executive Director
Ashutosh Gupta			00039995	Whole-time Director		Executive Director
Brijesh Kumar Chaubey			10846247	Director		Executive Director
Sneh Gaur			10412126	Non-Executive Director		Non-Executive Director
Sachin Gupta			10412134	Independent Director		Non-Executive Director
Rajinder Kumar Gupta			00145937	Independent Director		Non-Executive Director
Rakesh Kumar			10435938	Independent Director		Non-Executive Director
Varsha Bansal			-	Company Secretary & Compliance Officer		-
Lalit Gupta			-	Chief Financial Officer		-

During the year under review, following changes took place in the constitution of the Board of Directors:
Name	Date of Appointment	Date of Modification	Date of Cessation	Nature of change
Shailesh Harimohan Gaur	18.12.2023	20.10.2024	20.10.2024	Cessation due to demise
Brijesh Kumar Chaubey	28.11.2024	28.11.2024	''	Appointment as an Additional director then regularized as a Director on 07.02.2025

With profound sadness, we report the passing of Mr. Shailesh Harimohan Gaur, a valued member of our board of directors, who played a pivotal role in guiding our organization. Their dedication, wisdom, and passion will be deeply missed. The board extends its sincerest condolences to Mr. Shailesh Harimohan Gaur''s family and loved ones during this difficult time.

Following this loss, the board has appointed Mr. Brijesh Kumar Chaubey as a director. We are confident that Mr. Brijesh Kumar Chaubey will bring leadership in GMP training, documentation, and audit preparedness, ensuring continuous operational excellence to the board and contribute significantly to the organization''s growth and success.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Bal Kishan Gupta, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year under review, following are the KMP of the Company:-

Sr. No.	Name of Key Managerial Personnel	Name of Key Managerial Personnel
1	Bal Kishan Gupta	Managing Director
2	Ashutosh Gupta	Whole-time Director
3	Varsha Bansal	Company Secretary & Compliance Officer
4	Lalit Gupta	Chief Financial Officer

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors'' Data Bank. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https:// www.nacdacinfrastructure.com.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on March 20, 2025 without presence of Non Independent Directors Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein.

The meeting was conducted to evaluate the:

a. Performance of non-independent Directors and the Board as a whole;

b. Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

However, the Company Secretary and Compliance Officer of the Company, being a member of the management, attended the meeting only to facilitate convening and holding of the meeting. The meeting was attended by all the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from each of the Independent Director of the Company that they meet the criteria of independence as provided under section 149(6) of the Act and complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16 of Listing Regulations in respect of their position as an "Independent Director" of Medicamen Organics Limited.

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.

During the year under review the non-executive independent directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, skills, experience (including proficiency) and expertise and they hold highest standards of integrity and are independent of the management.

FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company''s website https://www. medicamenorganics.com/.

COMMITTEES OF BOARD

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated March 28, 2024:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition of Committee, Meeting and Attendance of each Member at Meetings 1. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 08 (Eight) times, viz. 26.06.2024, 27.06.2024, 12.07.2024, 26.08.2024, 14.11.2024, 28.11.2024, 08.01.2025, and 13.03.2025.

The composition of the Committee and the details of meetings attended by its members are given below:
Name of Members	Category	Designation in	Number of meetings during the financial year 2024-25
		Committee	Held	Eligible to attend	Attended
Sachin Gupta	Independent Director	Chairman	08	08	08
Rajinder Kumar Gupta	Independent Director	Member	08	08	08
Ashutosh Gupta	Whole-time Director	Member	08	08	08
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Ms. Varsha Bansal, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee

During the year under review, Nomination and Remuneration Committee of the Company met 01 (One) time, viz 28.11.2024.

The composition of the Committee and the details of meetings attended by its members are given below:
Name of Members	Category	Designation in	Number of meetings during the financial year 2024-25
		Committee	Held	Eligible to attend	Attended
Sachin Gupta	Independent Director	Chairman	01	01	01
Rajinder Kumar Gupta	Independent Director	Member	01	01	01
Sneh Gaur	Non-Executive Director	Member	01	01	01

Ms. Varsha Bansal, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

3. Stakeholder''s Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, Stakeholder''s Relationship Committee of the Company met 01 time, viz 20.03.2025.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2024-25
		Committee	Held	Eligible to attend	Attended
Sachin Gupta	Independent Director	Chairman	01	01	01
Sneh Gaur	Non-Executive Director	Member	01	01	01
Ashutosh Gupta	Whole-time Director	Member	01	01	01
Ms. Varsha Bansal, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.medicamenorganics.com/policies/.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting. The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors.

The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires. In a separate meeting of Independent Directors held on March 20, 2025, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc. The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made.

The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity

will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In preparation of annual accounts for the year ended March 31,2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

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

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

g. Adequate and operating effectively.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of section 139 of the Act, M/s. N C RAJ AND ASSOCIATES, Chartered Accountants (Firm Registration No. 002249N) were appointed as the Statutory Auditors of the Company who shall hold the office as statutory auditor from the conclusion of the Annual General Meeting held on 27th September, 2024 till the conclusion of ensuing 34th Annual General Meeting of the Company to be held in 2029 on such remuneration as may be decided by the Board.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditor''s Report for the financial year ended on 31st March, 2025 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are selfexplanatory. The Auditors'' Report is enclosed with the Financial Statements in this Annual Report.

INDEPENDENT AUDITORS'' REPORT

The Statutory Auditors'' Report for the Financial Year 202425 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Section 204 of the Companies Act, 2013, Medicamen Organics Limited appointed M/s. Divya Rani & Associates, Practicing Company Secretary, as the Secretarial Auditor to conduct the audit for the financial year 2024-25. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board. M/s. Divya Rani & Associates have conducted the Secretarial Audit for the financial year 2024-25 and their report is attached as "Annexure-I" to this Annual Report.

The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines.

The report does not contain any qualification, reservation, or adverse remark. Further, as per the provisions of Section 204 of the Companies Act, 2013, and the relevant rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit is mandated for material unlisted subsidiaries. However, for the financial year 2024-25, the subsidiary companies

of Medicamen Organics Limited do not qualify as material subsidiaries as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company''s policy on determining material subsidiaries. Consequently, there is no requirement for conducting a secretarial audit for these subsidiary companies.

INTERNAL AUDITORS AND REPORT

The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Gupta Shobhit & Associates (FRN: 041719N) as Internal Auditor for the financial year 2024-25.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2025 is available on the Company''s website and can be accessed at https://www.medicamenorganics.com/ annual-return

UTILIZATION OF PROCEEDS

During the year, the proceeds from our Initial Public Offering (IPO) were primarily utilized in alignment with the objectives outlined in the prospectus. These included funding expenses related to product registration in international markets, upgrading the plant and increasing production capacity, meeting the working capital requirements of the Company, and addressing general corporate purposes.

Additionally, funds raised through the preferential issue of fully convertible warrants into equity shares were utilized to meet working capital requirements and for general corporate purposes.

The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value. Pursuant to Regulation 32(1 )(a) and 32(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there has been no deviation or variation in the utilization of public issue proceeds from the objects stated in the prospectus. A report on the utilization of proceeds is attached in "Annexure-II" and forms part of this report.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management.

Further, a core team comprising of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

The Company has adopted a Risk Management policy, which has been placed in the website of the Company at: https://www.medicamenorganics.com/policies/ whereby, risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business performance. There are no risks which, in the opinion of the Board, threaten the very existence of your Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2024-25.

DISCLOSURE ON RELATED PARTY''S TRANSACTIONS

All Related Party transactions that were entered into during the FY 2024 2025 were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All the related party''s transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

All Related party transactions were placed before the Audit Committee for approval as per the Related Party

Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https:// cellecor.com/pages/policies.

Since, all the related party transactions that were entered into during the financial year 2024-2025 were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy. Particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-III".

The details of the transaction with related parties are also provided in the notes to accompanying financial statements.

CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

b. Listed entity which has listed its specified securities on the SME Exchange

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01,2017.

As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01,2017.

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

The information on the conservation of energy, technology absorption and foreign exchange earnings& outgo as stipulated under Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 is as follows:

a. Conservation of Energy

i. the steps are taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energy consuming lighting, etc.

ii. the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible.

iii. Capital investment on energy conservation equipment: Nil

b. Technology Absorption

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard. There was no expenditure incurred on Research and Development during the period under review.

c. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

Total Foreign Exchange earned:	0
Total Foreign Exchange used:	0

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and company''s operations in the future. However, the Company has received demand notice. For detailed information on these matters, please refer to the "Contingent Liabilities" sections of Notes to Accounts.

RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the period under review, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 were not applicable to the Company.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

There were no unclaimed or unpaid deposits as on 31st March, 2025.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company''s directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company''s website at https:// www.medicamenorganics.com/policies/

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 202425

There were no instances of reporting under the Whistle Blower.

The Whistle Blower Policy of the Company is available on the website of the Company at www.medicamenorganics. com.

MAINTENANCE OF COST RECORD

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not fall under any of the category prescribed under Section 148(1) of Companies Act, 2013. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. The Company has

not appointed any Cost Auditor during the year.

PREVENTION OF INSIDER TRADING

Company is fully committed to upholding the highest standards of transparency and fairness in its dealings, particularly with respect to the handling of sensitive information. In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations"), the Board has adopted a comprehensive Code of Conduct to regulate, monitor, and report trading by designated persons and other connected individuals.

To ensure the ethical handling of Unpublished Price Sensitive Information (UPSI), the Company has also put in place a Code of Practices and Procedures for Fair Disclosure of UPSI, which outlines internal procedures for the timely and equitable disclosure of sensitive information. The trading window is routinely closed during the declaration of financial results and in the event of other material developments, as per the Code. These policies are accessible on the Company''s website at: https://www.medicamenorganics.com/policies/.

Further, in accordance with Regulation 3 of the PIT Regulations, the Company has implemented a Structured Digital Database (SDD) using The PIT Archive Compliance Software. This system ensures meticulous compliance by securely recording the sharing of UPSI with various stakeholders strictly on a need-to-know basis and for legitimate purposes only. The database maintains detailed logs with date and time stamps, providing an auditable trail of all such disclosures. Through these measures, the Company reaffirms its commitment to responsible governance, information security, and regulatory compliance.

REPORT ON FRAUDS U/S 143(12) OF THE COMPANIES ACT, 2013

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures. The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company''s assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2025-26 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2025-26.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for

every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as "Annexure - IV"

Your Company has paid Annual Listing fees for the financial year 2025-26 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34(3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as "Annexure - V"

DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, issued by The Institute of Company Secretaries of India have been duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure VI" and forms part of this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) 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. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The management of the Company greatly benefits from the guidance, support, and mature advice of the Board of Directors, who also serve on various committees. The Board comprises directors with diverse skills and rich experience, enhancing the quality of performance of its members.

For the selection of any Director, the Nomination and Remuneration Committee identifies individuals of integrity who possess the relevant expertise, experience, and leadership qualities required for the position. The Committee ensures that candidates meet the necessary criteria regarding qualifications, positive attributes, independence, age, and other requirements as specified by the Act, Listing Regulations, or other applicable laws.

The objective of this policy is to serve as a guiding framework for appointing qualified individuals as directors on the Company''s Board of Directors ("Directors"), Key Managerial Personnel ("KMP"), recommending their remuneration, and evaluating their performance. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has developed a policy on the appointment

and remuneration of Directors, Key Managerial Personnel, and Senior Managerial Personnel. This includes criteria for determining qualifications, positive attributes, independence of a Director, and other matters mandated under Section 178 (3) of the Act and the Listing Regulations.

The Board of Directors has established a policy that provides a framework for the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. This policy also outlines the criteria for the selection and appointment of Board Members and emphasizes the importance of Board diversity.

The Company acknowledges the benefits and importance of having a diverse Board of Directors in terms of skill sets and experience. The Company has an optimal mix of executive and non-executive, independent directors, and a woman director. The relevant policy(ies) have been uploaded on the Company''s website and can be accessed through the link at https://www.medicamenorganics. com/policies/.

DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

POLICY AGAINST SEXUAL HARASSMENT

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

SEXUAL HARASSMENT POLICY

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review

The details of the complaints received during the year under review were as follows:
No. of Complaints Pending at the	0
Beginning of the Year
No. of Complaints Received and	0
Resolved during the year
No. of Complaints Pending at the End	0
of the Year

WEBSITE OF THE COMPANY

Your Company maintains a website www. medicamenorganics.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

GENERAL

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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.

ACKNOWLEDGEMENT AND RECOGNITION

The Board of Directors of Medicamen Organics Limited places on record its sincere appreciation for the continued trust, support, and confidence extended by all our stakeholders-shareholders, customers, employees, partners, and vendors-who have played an integral role in the Company''s progress and achievements during the year. We would like to express our heartfelt gratitude to our esteemed Board members for their strategic direction, foresight, and valuable counsel, which have helped the Company navigate both opportunities and challenges. Our sincere thanks also go to our employees across all levels whose dedication, resilience, and commitment remain the driving force behind our success and innovation.

We acknowledge and appreciate the continued cooperation and guidance received from regulatory authorities, the Ministry of Corporate Affairs, NSE, bankers, financial institutions, and our professional advisors, whose support has been vital in advancing our strategic initiatives and ensuring compliance. Looking ahead, we reaffirm our commitment to creating sustainable value, fostering innovation, and contributing positively to all stakeholders as we continue to pursue our long-term vision of excellence and responsible growth

---

Mar 31, 2024

Your Director''s have great pleasure in presenting to you the 29th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2024

We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.

The Board of Directors hereby submits the report of the business and operations of MEDICAMEN ORGANICS LIMITED ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2024 along with the reports of the Auditors thereon.

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

( A in mint ivi i nlrW)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	2527.17	2214.71
Other Income	1.79	81.70
Total Income	2528.96	2296.42
Less: Total Expenses before Depreciation, Finance Cost and Tax	2053.4	2027.86
Profit before Depreciation, Finance Cost and Tax	475.56	268.56
Less: Depreciation	71.94	80.01
Less: Finance Cost	64.74	60.19
Profit Before Extraordinary & Exceptional Items and Tax	338.88	128.36
Less: Extraordinary & Exceptional Items	-104.81	-
Profit before tax	443.69	128.36
Less: Current Tax	96.20	1.00
Less: Earlier Years Tax	-	-
Less: Deferred tax Liability (Asset)	85.06	2.09
Profit after Tax	263.43	125.27

FINANCIAL PERFORMANCE

During the year under review, the revenue from operation of the Company was stood at INR 2527.17 (In Lakh) for the year ended, March 31, 2024 as compared to INR 2214.71 (In Lakhs) during the previous year ended March 31,2023. The Profit after tax for the year ended March 31, 2024 was INR 263.43 (in lakhs) as compared to INR 125.27 (in lakhs).

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

. The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

The Company is in the growth phase and expanding organically as well as inorganically. In order to save the profit earned during the year for future expansion of the Company, your directors do not recommend any dividend for the financial year ended March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2023-2024.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S AFFAIRS

Our Company was incorporated on March 15, 1995 as ''Panchdeep Pharmaceuticals Limited'', a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated March 15, 1995 issued by the Registrar of Companies, National Capital Territory (NCT) of Delhi and Haryana. Our Company has received Certificate of Commencement of Business on March 15, 1995 issued by the Registrar of Companies, National Capital Territory (NCT) of Delhi and Haryana. Subsequently, pursuant to a resolution passed by the Board of Directors in their meeting held on July 31, 1995 and by the Shareholders in their EGM held on October 14, 1995, the name of our Company was changed to ''Medicamen Organics Limited'' and a fresh certificate of incorporation dated November 14, 1995 was issued by the Registrar of Companies, Delhi and Haryana at Delhi.

Our Company is engaged in developing, manufacturing and distribution of broad range of pharmaceutical dosage including generic dosage in form of Tablets, Capsules, Oral Liquids, Ointments, Gel, Syrups, Suspension and Dry powders for government (including both state and central governments) and private institutions as contract manufacturer / third party manufacturer. We market our product to private pharma companies in domestic as well as international markets through third party distributors or on loan license basis. Further, our Company is also strategically focusing on establishing a direct presence in international market for an instance in fiscal 2023 and 2024, we have directly exported our product in Burundi. We have a track record of operating B2B model which covers contract manufacturing model. Our products are marketed across India as well as African, CIS and south East Asian Countries like Congo, Benin, Cameg, Togo, Senegal, Burkina Faso, Philippines, Myanmar, Mozambique, Togo, Burundi, Kyrgyzstan and Kenya by our third-party distributor.

During the year under review, the Company achieved a turnover of INR. INR 2528.96 (In Lakh) as compared to INR. 2296.42 lakhs during the previous year ended March 31,2023. The Profit after tax for the year ended March 31,2024 was INR. 263.43 lakhs as compared to INR. 125.27 lakhs. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 31,00,000 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price of Rs. INR 34.00 /- per share aggregating up to Rs. 1054.00 Lakhs which was oversubscribed by 994 times. The issue was opened for subscription on June 21,2024 and closed on June 25, 2024. The Board has allotted 31,00,000 Equity Shares of Rs. 34/- each to the successful applicants on June 26, 2024. The equity shares of the MEDICAMEN ORGANICS LIMITED got listed on June 28, 2024 on the NSE EMERGE. The Issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company

DEMATERIALISATION OF SHARES:

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the KFIN Technologies Limited National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024 the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0PE401018 M/s. KFIN Technologies Limited is the Registrar and Share Transfer Agent of the Company

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors'' Report.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Authorized Share Capital of the Company has been increased, and consequently, the capital clauses of the Memorandum of Association were amended by the shareholders;.

SI. No.	Date of Extra-ordinary General Meeting	Increased in Authorized Capital
		From	To
1	December 11,2023	8,00,00,000	14,00,00,000

SUBSIDARIES

During the period under review, the Company does not have any Subsidiary Company.

Other Ventures/Associates

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

SHARE CAPITAL

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company.

Authorized Capital

The Authorized share Capital of the Company, as at closure of financial year 2023-24, was INR 1,400.00 Lakhs divided into 1,40,00,000 Equity Shares of INR 10.00 each.

Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 202324, was INR 860.00 lakhs divided into 86,00,000 Equity Shares of INR 10 each.

During the year under review, the Company has issued 20,00,000 Equity Shares of face value of Rs.10/- each through conversion of loan into equity. Further the company issued 6,00,000 equity shares of Rs. 10/- each along with premium of Rs. 20/- each through Private Placement.

During the year under review, following changes took places in paid-up capital of the Capital:

a. Buy Back of Securities: Company has not bought back any of its securities during the year under review.

b. Sweat Equity: Company has not issued any Sweat Equity Shares during the year under review.

c. Rights Issue: Company has not issued any Right issue of shares during the year under review.

f. Bonus Issue: Company has not issued any Bonus issue of shares during the year under review.

e. IPO (Initial Public Offer): Post above capital structure, the Company came up with an Initial Public Offer of 3100000 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price of Rs. INR 34.00 /- per share aggregating up to Rs. 1054.00 Lakhs. The said 3100000 equity shares were successfully subscribed by the public and Company has made allotment of equity shares on June 26, 2024.

The entire Paid-up Equity shares of the Company was then listed at Emerge Platform of National Stock Exchange of India Limited.

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 17 (Seventeen) times, viz

Month	Dates
April 2023	15-04-2023
May 2023	-
June 2023	-
July 2023	17-07-2023
August 2023	-
September 2023	07-09-2023,
October 2023	-
November 2023	29-11-2023
December 2023	01-12-2023, 07-12-2023, 08-12-2023, 11-12-2023, 19-12-2023, 20-122023, 22-12-2023, 26-12-2023
January 2024	02-01-2024, 10-01-2024, 17-01-2024
February 2024	08-02-2024, 20-02-2024
March 2024	-

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (''SS-1'') issued by the Institute of Company Secretaries of India (''ICSI''), the attendance of Directors at Board meetings held during the financial year 2023-24 are as under:

SI. No.	Name of Director	Board Meeting
1	Bal Kishan Gupta	17
2	Ashutosh Gupta	17
3	Shailesh Harimohan Gaur	17
4	Sneh Gaur	12
5	Sachin Gupta	12
6	Rajinder Kumar Gupta	12
7	Rakesh Kumar	06

During the year under review, the following General Meeting were held:

SI.	Type of Meeting	Date ofMeeting	Total Number	Attendance
No.			of members entitled to date attend meeting	Number of members Attended	% of attendance
1.	Extra- Ordinary General Meeting	May 08, 2023	7	7	100
2.	Extra- Ordinary General Meeting	December 08, 2023	7	7	100
3.	Extra- Ordinary General Meeting	December 11, 2023	8	8	100
4.	Extra- Ordinary General Meeting	December 19, 2023	8	8	100
5.	Extra- Ordinary General Meeting	January 17, 2024	28	28	100
6.	Extra- Ordinary General Meeting	February 19, 2024	35	35	100
7.	General Meeting	September 22, 2023	7	7	100

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 7 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Managing Director, One whole time director, one non- Executive Directors and Two Non-Executive Independent Directors, one among them is a women director.

During the year under review, following changes took place in the constitution of the Board of Directors;

Name	Date of Change	Date of Approval by the Board	Date of Approval by the Shareholders	Nature of Change
Bal Kishan Gupta	15-03-1995	-	-	Appointment as First Director
Ashutosh Gupta	01-04-2004	-	-	Appointment as Executive Director
Shailesh Harimohan Gaur	21-01-2020	11-05-2023	-	Appointed as Whole time director

Name	Date of Change	Date of Approval by the Board	Date of Approval by the	Nature of Change
Sneh Gaur	01-12 2023	01-12 2023	08-12 2023	Appointed as Additional Non-Executive Director and further regularized as Non-Executive Director
Sachin Gupta*	01-12 2023	01-12 2023	08-12 2023	Appointed as Additional NonExecutive Independent Director and further regularized as Non-Executive Independent Director
Rakesh Kumar	22-12 2023	22-12 2023	17-01 2024	Appointed as Additional NonExecutive Independent Director and further regularized as Non-Executive Independent Director
Rajinder Kumar Gupta	01-12 2023	01-12 2023	08-12 2023	Appointed as Additional NonExecutive Independent Director and further regularized as Non-Executive Independent Director
Bal Kishan Gupta	07-12 2023	-	08-12 2023	Change in Designation to Managing Director cum chairman
Ashutosh Gupta	01-05 2021	-	31-12 2020	Change in designation to whole time Director
Shailesh Harimohan Gaur	11-05 2023	11-05 2023	-	Change of designation from whole time Director to Executive Director

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Ashutosh Gupta, Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company has appointed Mr. Bal Kishan Gupta as Managing Director cum Chairman (w.e.f. December 07, 2023) of the Company, Mr. Ashutosh Gupta as Whole Time Director (w.e.f. May 01,2021) of the Company, Mr. Lalit Gupta as Chief Financial Officer (w.e.f. December 01, 2023) of the Company, and Ms. Varsha Bansal as Company Secretary and Compliance Officer (w.e.f. December 19, 2023) who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

As on date of this report, the Company has Mr. Bal Kishan Gupta as Managing Director of the Company, Mr. Ashutosh Gupta as Whole Time Director, Mr. Lalit Gupta as Chief Financial Officer of the Company and Ms. Varsha Bansal as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors'' Data Bank.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.medicamenorganics. com.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder

FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company''s website https://www.medicamenorganics.com/

COMMITTEES OF BOARD

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable.

Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated December 07, 2023:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition of Committee, Meeting and Attendance of each Member at Meetings

1. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 03 (Three) time, viz. 12-122023, 26-12-2023, and 02-01-2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24 Held Eligible Attended to attend
Sachin Gupta *	Independent Director	Chairperson	03	03	03
Rajinder Kumar Gupta *	Independent Director	Member	03	03	03
Ashutosh Gupta *	Whole Time Director	Member	03	03	03

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Ms. Varsha Bansal, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee

During the year under review, Nomination and Remuneration Committee of the Company met 02 (Two) time, viz 12-12-2023 and 22-12-2023. A total of 02 (Two) Nomination and Remuneration Committee Meetings was held pre Listing of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2023-24
		Committee	Held	Eligible to attend	Attended
Sachin Gupta *	Independent Director	Chairperson	02	02	02
Rajinder Kumar Gupta *	Independent Director	Member	02	02	02
Sneh Gaur*	Whole Time Director	Member	02	02	02

Ms. Varsha Bansal, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

3. Stakeholder''s Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, Stakeholder''s Relationship Committee of the Company met 01 (One) time, viz 26-12-2023. A total of 01 (one) Stakeholder''s Relationship Committee Meeting were held post Listing of the Company.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Sachin Gupta *	Independent Director	Chairperson	01	01	01
Sneh Gaur	Independent Director	Member	01	01	01
Ashutosh Gupta *	Whole Time Director	Member	01	01	01

Ms. Varsha Bansal, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. medicamenorganics.com/policies/.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board''s Committees was undertaken.

The following evaluation process were followed:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

d. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

In preparation of annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

b. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

c. The Directors had prepared the annual accounts for the year ended March 31,2024 on going concern basis.

d. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

e. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were

f. Adequate and operating effectively.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of section 139 of the Act, M/s. N C RAJ AND ASSOCIATES, Chartered Accountants (Firm Registration No. 002249N,) were appointed as the Statutory Auditors of the Company who shall hold the office as statutory auditor from the conclusion of the Extra-Ordinary General Meeting held on December 19, 2023 till the conclusion of ensuing Annual General Meeting of the Company to be held in 2024 on such remuneration as may be decided by the Board. Further M/s. N C RAJ AND ASSOCIATES, Chartered Accountants (Firm Registration No. 002249N,) has shown his willingness to be re-appointed as Statutory Auditor of the Company for the period of 5 years from the conclusion of ensuing Annual general meeting till the conclusion of Annual general Meeting of the Company to be held for the Financial year 2028-29. The Board of Directors and Audit Committee have recommended their appointment as Statutory Auditor of the Company.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditor''s Report for the financial year ended on 31st March, 2024 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors'' Report is enclosed with the Financial Statements in this Annual Report.

INDEPENDENT AUDITORS'' REPORT

The Statutory Auditors'' Report for the Financial Year 2023-24 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

SECRETARIAL AUDITOR AND THEIR REPORT

As the National Stock Exchange of India Limited (NSE) has granted listing approval on its SME platform effective June 28, 2024, so the company is not required to undergo the secretarial Audit for the financial year 2023-24.

After attaining the status of Listed Public Company, the section 204 of Companies Act, 2013 is applicable to the Company.

As the Company has attained status of SME listed company on NSE Emerge in the current year, so in order to comply with the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. AK NANWANI & ASSOCIATES, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the Financial Year 2024-25.

INTERNAL AUDITORS AND REPORT

The Company was listed on June 28, 2023 and the provisions in respect of Internal Audit became applicable only from that date. The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/S. Harish D Singh & Company Chartered Accountants as Internal Auditor for the financial year 2024-25.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2024 is available on the Company''s website and can be accessed at https://www.medicamenorganics.com/annual-return.

RISK MANAGEMENT

The Company is not required to form a Risk Management Committee. However, the Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken by including identification of elements of risk and measures to control them.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2023-24.

DISCLOSURE ON RELATED PARTY''S TRANSACTIONS

All Related Party transactions that were entered into during the FY 2023-2024 were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All the related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://www. medicamenorganics.com/policies/

Since, all the related party transactions that were entered into during the financial year 20232024 were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-I".

The details of the transaction with related parties are provided in the notes to accompanying financial statements

CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

1. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

2. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01,2017.

As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01,2017.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-II" and the same forms part of this report.

RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016

During the period under review, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 were not applicable to the Company.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable

There were no unclaimed or unpaid deposits as on 31st March, 2024.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company''s directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company''s website at https://www. medicamenorganics.com/policies/

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2023-24

There were no instances of reporting under the Whistle Blower.

The Whistle Blower Policy of the Company is available on the website of the Company at www. medicamenorganics.com.

MAINTENANCE OF COST RECORD

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not fall under any of the category prescribed under Section 148(1) of Companies Act, 2013. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is displayed on the Company''s website at https://www.medicamenorganics.com/policies/

DETAILS OF REPORTING OF FRAUD BY AUDITOR

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company''s assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.

They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2024-2025 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2024-2025.

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as "Annexure - III"

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - IV"

DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, issued by The Institute of Company Secretaries of India have been duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure V" and forms part of this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) 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. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

POLICY AGAINST SEXUAL HARASSMENT

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices.

The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

The details of the complaints received during the year under review were as follows:

No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

WEBSITE OF THE COMPANY

Your Company maintains a website www.medicamenorganics.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided

GENERAL

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.

Date: 26th August 2024 For and on behalf of the board

Place: Delhi MEDICAMEN ORGANICS LIMITED

Sd/- Sd/-

Bal Kishan Gupta Ashutosh Gupta

Managing Director Whole Time Director

DIN:00032772 DIN:00039995