*During the financial year 2020-21, the Company had paid a sum of '2596.38 Lakhs towards the acquisition of land for expansion of manufacturing facilities at Baddi, Himachal Pradesh. The necessary documentation for want of statutory approvals for the transfer of land in the name of the company was not completed till previous financial year. However, during the current financial year, the company has received all requisite approvals from the state government and legal ownership of the land now stand transferred in the name of the company. Accordingly, an amount of '2,060.00 Lakhs has been capitalized under the head 'Land' within Property, Plant and Equipment. In addition, an amount of '123.60 Lakhs incurred towards e-stamping and e-registration charges has also been capitalized along with value of acquired land.

Upon completion of final measurements and verification, the total payable amount for the land was confirmed at '2,060.00 lakhs. Therefore, a net amount of '536.38 lakhs was received by the company during the year, representing refund of excess payment of '701.18 lakhs and payment of outstanding dues of '164.80 lakhs.

C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

i) The equity shares of the company are having a par value of '2/- each. Every member of the Company holding equity shares shall be entitled to vote on every resolution placed before the Company and his voting rights on any poll shall be in proportion to his share in the paid-up equity share capital of the company.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company as per preference prescribed under the Act. The distribution will be in the proportion of the number of equity shares held by each shareholder.

D. During last 5 years immediately preceding the balance sheet date, no Equity Share has been issued pursuant to any contract without payment being received in cash.

G. In terms of Hon'ble National Company Law Tribunal ('NCLT') order dated 12.03.2018, the company sent notices to all the eligible FD holders seeking, their bank account details and identification particulars, for transfer of Fixed Deposit (FD) dues in their respective bank accounts. In all 4953 no. of fixed deposit holders submitted their identification and bank account particulars and surrendered a total of 50,62,872 Equity Shares for cancellation, with the company. All these FD holders who provided their bank account details, identification particulars and other relevant details, were paid their entire FD dues as per Hon'ble NCLT order dated 12.03.2018. The necessary information in this regard to payment of FD dues were duly submitted to the jurisdictional Registrar of Companies.

Post reconciliation of equity shares surrendered by eligible Fixed Deposit (FD) holders, the number of equity shares identified for cancellation has increased to 50,62,872 instead of earlier 50,38,983 equity shares.

The company has approached BSE Limited (BSE) and National Stock Exchange of India (NSE) for cancellation of aforesaid shares, for which pay-out has been made by the company, in compliance with Hon'ble NCLT's order dated 12.03.2018. As soon as the Stock Exchanges give their go ahead for cancellation of said shares from total listed capital, the resultant reduction of share capital will be updated with the jurisdictional Registrar of Companies.

Necessary accounting entries for the cancellation of equity capital and reversal of reserves and surplus for '100.78 Lakhs and '469.63 Lakhs respectively, will be given effect on the receipt of guidance from stock exchanges and depositories. The total sum of '570.41 Lakhs, comprising of debit balance of share capital and reserves & surplus, is appearing under head - other current assets. Aforesaid entries has insignificant impact on EPS and current assets.

H. During the year, the company has issued and allotted 3,67,84,991 equity shares of '2/- each in Qualified Institutions Placement ('QIP') at an issue price of '54.37/- per share (including securities premium of '52.37/- per share) after a discount of 5% on the floor price of '57.23 per share aggregating to '20,000.00 lakhs. The issue was made through QIP in terms of Securities and exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI Regulations) as amended, Sec 42, Sec 62 & other relevant provisions of Companies Act, 2013.

Pursuant to the allotment of equity shares in the QIP, the paid up equity share capital of the Company has increased from '10,222.71 lakhs comprising of 51,11,68,708 equity shares to '10,959.07 lakhs comprising of 54,79,53,699 equity shares.The company has incurred expenses amounting to '926.96 lakhs towards issuance of equity shares which have been debited to securities premium account.

Notes - 1. The sum of '280.59 Lakhs (previous year '309.89 Lakhs) benefits paid as salaries in respect of compensated absences and '74.29 Lakhs (previous year '41.33 Lakhs) regular benefit payments upon exit from service is included in the amount of '354.87 Lakhs (previous year '426.38 Lakhs) of benefits paid. 2. During Financial year ending March 31,2024, benefits paid includes a sum of '87.91 Lakhs (Gratuity) and '64.92 Lakhs (Leave Encashment), transferred to Morepen Rx Limited (MRx Ltd.), a wholly owned subsidiary, in respect of employees transferred to MRx Ltd., in transfer of business under Slump Sales basis under U/R 11UA, of Income Tax Rules 1962, pursuant to business transfer agreement (BTA) signed between, Morepen Laboratories Limited and Morepen Rx Limited dated, August 22, 2023.

37. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2025. Hence, no provision is required in the accounts for the year under review.

B) Long Term Borrowings - Unsecured

During the current financial year, Corporate Term Loan facility of '2,500.00 lakhs was sanctioned by Shinhan Bank repayable over a period of 36 months and carrying interest rate of 9.25%. The loan is to be repaid in 10 equal quarterly instalments with moratorium period of 6 months. Interest is to be serviced on monthly basis. Loan is secured by the personal guarantee of Mr. Sushil Suri, Chairman and Managing Director of the company.

The Company has opted to pay the tax under section 115BAA of the Income Tax Act, 1961. Accordingly the provision for current and deferred tax has been determined at the rate of 25.17%

39. Dividend

The Board of Directors at their meeting held on 12 ^th May, 2025 recommended a final dividend of '0.20/- per share, for the financial year ending March 31, 2025. Final dividend proposed by the Board of Directors is recognized upon approval by the members shareholders, at the forthcoming Annual General Meeting, who have the right to decrease but not increase the amount of dividend recommended by the Board of Directors.

No dividend shall be payable in respect of 50,62,872 equity shares that had been surrendered by members (erstwhile fixed deposit holders) to the Company for cancellation and had claimed refund of their fixed deposit dues in lieu thereof, in accordance with the order passed by the Hon'ble National Company Law Tribunal (NCLT), Chandigarh, dated March 12, 2018. These shares have been cancelled by the Board of Directors of the Company and are pending for cancellation by the Stock Exchanges.

40. Corporate Social Responsibility (CSR)

a) During the financial year ended March 31,2025, CSR amount required to be spent by the Company as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof was '225.11 Lakh (Previous year '210.00 Lakh).

b) During the year the Company has made an expenditure of '225.51 Lakh (Previous year '220.36 lakh) related to CSR.

C) Short Term Borrowings - Bank Overdrafts and bill discounting facilities

The Company had availed overdraft facility and bill discounting facility from ICICI Bank. This facility was secured by way of Term Deposits made by the company with the bank. Annual rate of interest chargeable on these facilities ranges upto 8.5%, 0.5% over and above deposit rate given by the bank. This facility will be closed as and when the financed bills falls due for payment.

D) Short Term Borrowings - Cash Credit Limit and Working Capital Demand Loan

During the year, Punjab National Bank has sanctioned a demand loan of '276.50 Lakhs. This demand loan is secured by way of Term Deposits in the name of the company held by the bank. Annual rate of interest chargeable on these facilities ranges upto 8.5%, 0.5% over and above deposit rate given by the bank. This facility will be closed as and when term deposits associated with facility gets matured.

During the year, Kotak Mahindra Bank has sanctioned working capital facilities of '9,900.00 lakhs (including cash credit (CC) limit of '2,000.00 lakhs and working capital demand loan (WCDL) of '7,900.00 lakhs) with tenor of 12 months for CC limit and 90 days for WCDL. The rate of interest is 11.00% per annum for both CC limit and WCDL.

The cash credit limit and working capital demand loan are secured by :-

- Primary Security :- First charge by way of hypothecation on all present and future current assets and fixed assets (both movable and immovable assets).

- Collateral Security :- Equitable/ Registered mortgage over one of the manufacturing facilities of the company.

- The cash credit limit and working capital demand loan is additionally secured by personal guarantee of Mr. Sushil Suri, Chairman and Managing Director of the company and corporate guarantee of M/s. Solitary Investments and Financial Services Private Limited and M/s. Square Investments and Financial Services Private Limited, entities promoted by promoters of the company and holding shares of the company.

42. RIGHT OF USE OF ASSETS AND LEASE LIABILITIES

a) In accordance with Ind AS-116, Leases, the company recognizes a Right-of-Use (RoU) asset at the commencement of the lease term, representing the right to use the underlying leased asset over the lease period. The RoU asset is initially measured at cost, which includes the initial amount of lease liability, any lease payments made at or before the commencement date, and any initial direct costs incurred by the Company. The RoU asset is subsequently amortized on a straight-line basis over the lease term or the useful life of the underlying asset, whichever is shorter, unless the lease transfers ownership of the asset at the end of the lease term. As at the reporting date, the Right of Use Assets are disclosed separately under Note No. 2. - Right of use of Assets.

b) Lease liabilities are recognized at the present value of future lease payments at the commencement date of the lease. Interest expense of lease liabilities during the year was '152.91 Lakhs.

The company does not face significant restrictions or covenants imposed by lease arrangements.

The Company has recognized '493.26 lakhs as rent expense during the year which pertains to short term lease/ low value asset and rent charged by subsidiary Dr. Morepen Limited amounting to '231.98 Lacs, which was not recognized as part of asset.

Total lease expense incurred during the year including short term lease/ low value asset was amounting to '1319.78 Lakhs.

the transfer (hiving off) of its medical devices business, classified as an ""undertaking"" under Section 180(1)(a) of the Companies Act, 2013, to its subsidiary, Morepen Medipath Limited (formerly known as Morepen Medtech Limited).

In furtherance of the above, the Company executed a Business Transfer Agreement (""BTA"") with Morepen Medipath Limited on March 18, 2025, specifying February 1,2025, as the 'Appointed Date' for the transfer of ownership of the said undertaking. However, considering the time required for obtaining necessary statutory and regulatory approvals and addressing certain operational considerations, the Board of Directors at its meeting held on May 12, 2025, approved an amendment to the BTA, revising the Appointed Date' from February 1,2025, to April 1,2025.

The Company has provided refundable, non-interest bearing deposits amounting to '341.81 lakhs to lessors for various leased premises. These have been measured at amortized cost using an effective interest rate of 9.25%. The difference of '79.51 lakhs has been recorded as Right of Use of Assets and amortized over the term period of these leases.

c) During the year, the company recognized a sum of '767.22 lakhs towards, annual depreciation and amortization expense on Right-of-Use (ROU) assets . In view of above, annual Rent/Other expenses are lower by '826.52 Lakhs. Further, during the year the company recognized annual interest expense of '152.91 lakhs, representing the interest component of lease liabilities calculated using the effective interest rate method. Notional interest income for the current year for '22.33 lakhs has been recognised during the year in accordance with Ind AS 109 - Financial Instruments.

On account of above, profits after tax for the year, are down by '74.83 lakhs, representing netting of rent expenses, interest income, against amortisation charges, interest expenses and deferred tax asset.

43. OTHER SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets except stated otherwise have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilities, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) Assessments under indirect tax laws for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

d) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

44. Change in appointed date for transfer of ownership

Based on the recommendation of the Audit Committee and subsequent approvals by the Board of Directors and the

shareholders of the Company on January 14, 2025, and February 10, 2025, respectively, the Company had approved