Your Director hereby presents the 42^nd Annual Report of the Company for the financial year ended March 31, 2025, along
with the Audited Standalone and Consolidated Financial Statements and Auditor’s Report thereon.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS:

The standalone and consolidated financial statements of the Company for the financial year ended 31 ^st March 2025 have
been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
and as amended from time to time. The following table shows the operational results of the Company for the Financial Year
2024-25 as compared that of previous year:

STATE OF COMPANY’S AFFAIRS AND REVIEW OF OPERATIONS

In the financial year 2024-25 the Company, on a standalone basis, earned total income of INR 297.91 Lakhs and generated a
profit after tax (Before Comprehensive Income) of INR 55.51 Lakhs. Further on a consolidated basis, the Company has
earned a total income of INR 2820.66 Lakhs and incurred a loss (Before Comprehensive Income) of INR 57.10 Lakhs. The
consolidated financials reflect the cumulative performance of Medi-Caps Limited along with its wholly owned subsidiary i.e.
Medgel Private Limited.

2. CHANGE IN REGISTERED OFFICE

During the financial year 2024-25, Members in their 41^st Annual General Meeting held on 26^th September, 2024 approved
the shifting of the registered office of the Company from Mhow - Neemuch Road, Sector 1, Pithampur - 454775, Dist. Dhar
(M.P.) to 201, Pushpratna Paradise 9/5 New Palasiya, Indore (M.P.) 452001, w.e.f. 01^st October, 2024.

3. ANNUAL RETURN

Pursuant to Section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of annual
return for Financial year 2024-25 is applicable to the Company and the same is available on the website of your Company

i.e. https://www.medicaps.com/upload/Draft-MGT-7 Annual-Return.pdf

4. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND GENERAL MEETING

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business.
The notice of the Board Meeting is given in advance to all the Directors. The agenda of the Board/ Committee meetings is
circulated at least 07 (seven) days prior to the date of the meeting. The agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The
details of the number of meetings of the Board and its Committees held during the Financial Year 2024-25 forms part of the
Corporate Governance Report. Further, 41^st Annual General Meeting of the Company for the Financial year 2023-2024 was
held on Thursday, 26^th September 2024 and no Extra Ordinary General Meeting of the Company was held during the
financial year 2024-25.

5. DIVIDEND

The Board has not recommended any dividend for the financial year 2024-25, as the profit earned during the year is
considered inadequate. The available surplus has been retained to strengthen the financial position of the company and to
meet future business requirements.

6. AMOUNT TRANSFERED TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

7. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER
V OF THE ACT:

Not Applicable, Since Company has not accepted any deposit; therefore, the question does not arise regarding non¬
compliance with the requirement of Chapter V of the Companies Act, 2013.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2 (31) of the Companies Act, 2013 read with Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits)
Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not
received any unsecured loan from directors during the financial year 2024-25.

8. SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES OF THE COMPANY

The Company continues to have one Wholly Owned Subsidiary i.e. Medgel Private Limited. Further, the Company does not
have any associate or joint venture company at the beginning or closing or any time during the year 2024-25. Further, there
are no companies that have become/ceased to be subsidiary, associate or joint venture of the Company during the financial
year 2024-25.

During the financial year, your Board of Directors has reviewed the affairs of the subsidiary. The consolidated
financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and
forms part of this Annual Report.

A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed
Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been
no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the
Company, containing inter alia the audited standalone and the consolidated financial statements of the Company for the
financial year ended 31st March, 2025, along with relevant documents has been placed on the website of the Company,
www.medicaps.com. Further, audited financial statements of the subsidiary company have also been placed on the website
of the Company https://www.medicaps.com/subsisiary company.php.

In terms of Section 136 of the Companies Act, 2013 (‘the Act’), the Financial Statement of the subsidiary
company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual
accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary
company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details
of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not
given any loans/advances to the subsidiary of the Company.

MATERIAL SUBSIDIARY

Medgel Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under
Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI
Listing Regulations’). The Board of Directors of the Company has approved a Policy for determining material subsidiaries
which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the
Company’s website at: https://www.medicaps.com/upload/Policv-for-determining-Material-Subsidiarv-f.pdf

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31^st March, 2025, have been prepared in
accordance with applicable IND AS 110- “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs
and as per general instructions for preparation of consolidated financial statements given in Schedule III and other applicable
provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of the Annual Report.

10. DETAILS OF BOARD OF DIRECTORS AND KMPs

The composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive,
Non-Executive and Independent Directors.

a) Constitution of the Board

st

The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the
Company which plays significant roles for the business policy and decision-making process and provide guidance to the
executive management to discharge their functions effectively.

b) Change in Directors

During the financial year 2024-25, second and final term of Mr. Pramod Fatehpuria (DIN: 00972389) Independent director,
has been completed, consequently he ceased/retired from the directorship of the Company w. e. f. the close of business hours

on 28^th May, 2024. Your Board places on record his deep appreciation of the valuable contribution made by him during his
tenure as Independent Director of the Company.

Further during the current financial year 2025-26, on the recommendation of Nomination and Remuneration
Committee, the Board in its meeting held on 05^th August, 2025 approved the re-appointment of Mr. Dharmendra Solanki
(DIN: 09055239) as a Non-Executive Independent Director of the Company for a second term of five years w.e.f. 05^th
February, 2026 to 04^th February, 2031 subject to approval of the shareholder in ensuing AGM.

c) Board Independence

Our definition of ‘Independent Director’ is derived from Regulation 16(1 )(b) of SEBI Listing Regulations and Section 149 (6)
of the Companies Act, 2013. As on 31^st March 2025, the Company is having following 03 (Three) Independent Directors:

1. Mr. Ashok Omprakash Agrawal : DIN: 07870578

2. Mr. Dharmendra Solanki : DIN: 09055239

3. Mr. Gajendra Singh : DIN: 10253991

d) Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Company's Articles of Association,
Mrs. Kusum Mittal (DIN: 00035356), Non-Executive Director retires by rotation at the ensuing 42^nd Annual General Meeting
and being eligible offers herself for re-appointment. Your directors have recommended her appointment for approval of
shareholders, in the ensuring Annual General Meeting of the Company.

e) Key Managerial Personnel

As on 31^st March, 2025, the following have been designated as the Key Managerial Personnel of the Company pursuant to
Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time:

1. Mr. Alok K. Garg (DIN: 00274321), Managing Director.

2. Mr. Abhishek Jain, Company Secretary and Compliance Officer;

3. Mr. Hemant Sethi, Chief Financial Officer.

f) Change in the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the
Companies Act, 2013. The Board appraised the same and found that none of the directors is disqualified from holding office as
director.

11. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declarations as required under Section 149 (7) of the Companies Act, 2013 and
Regulation 25 (8) of SEBI Listing Regulations stating that they meet the criteria of independence as laid down under section
149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an objective independent judgment and without any external influence and
that they are independent of the Management. The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and
possess the required expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The
Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a
period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for
exemption. All Independent Directors of the Company have already cleared an online proficiency self-assessment test
conducted by IICA.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your company, to the best of their
knowledge, belief, ability and explanations obtained by them, confirm that-

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

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent 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 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

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

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

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal
financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial
controls were adequate and effective during the financial year 2024-25.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of
responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to
the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of
reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors
at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company
which forms part of this Report.

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 12^th February, 2025. The meeting was conducted in an informal
manner without the presence of the Chairman, Managing Director and Non-Executive Non-Independent Directors of the
Company.

15. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Nomination and
Remuneration Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors
and or senior management personnel of the company, along with the criteria for determination of remuneration of directors,
KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178
of Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. Policy of the Company has been given at the website
of the Company at Remuneration-Policy.pdf (medicaps.com) The details of the same are also covered in Corporate
Governance Report forming part of this Annual Report.

A) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, The Board of Directors has carried
out an annual evaluation of its own performance, Board Committees and individual directors. The performance of the Board
was evaluated by the Board after seeking input from all the directors because of criteria such as the Board composition and
structure, effectiveness of board processes, information and functioning, etc.

The Company has devised a policy for performance evaluation of the Board, Committees and other individual
Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and
Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings,
acquaintance with business, communicating inter se board members, effective participation and domain knowledge,
compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the
Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from
respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the
Board and feedback was given to Directors.

Performance Evaluation Criteria for Independent Directors:

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being
evaluated. The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration
Committee. An indicative list of factors that may be evaluated include participation and contribution by a director,
commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders,
integrity and maintenance of confidentiality and independence of behavior and judgments. Further details are reported in the
Corporate Governance Report.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, the Board has not appointed any Independent Director in the Company. However, in the opinion
of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of
integrity for the purpose of Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core
competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

B) FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the
industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was
imparted to the Independent Directors during the meetings of the Board of Directors.

The details of program for familiarization of Independent Directors of the Company is available on Company’s website at
https://www.medicaps.com/upload/Familiarization-policv-2024-25.pdf

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 read with Schedule V of the SEBI Listing Regulations disclosure on
particulars relating to Investment are stated in Note No. 3 & 6 of Standalone Financial Statement. Further your company has
not given any loan or advances in nature of loan to any other Body Corporate or person. During the financial year no new
investment made by the company in securities. However, details of outstanding investments in securities are disclosed as
under:

*The investments are reported as per relevant Ind-As.

The above-mentioned investments are within the limits as specified under Section 186 of the Companies Act, 2013

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In line of the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a
Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring
of such transactions. The policy of RPT is available on the Company’s website
https://medicaps.com/upload/RPT Policy Medicaps.pdf

During the year under review, all related party transactions entered by the company, were approved by the Audit
Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.
There were no material related party contracts entered into by the Company during the year under review. Accordingly, the
disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the
Company for FY 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS-
24 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report
2024-25.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as
required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies

{ A O Alin i \ Dili AA A f) 1 A A1IIAM A A 1 in ,1 At*"

19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Board is expected to play an important role in establishing the control environment, including clarity of expectations
regarding integrity and ethics and adherence to codes of conduct and creating clear accountability for performance of internal
control responsibilities. The Company’s Board of Directors has devised systems, policies and procedures/frameworks, which
are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes
adherence to Company’s policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices,
the Audit Committee and the Board review these internal control systems to ensure they remain effective and are achieving
their intended purpose. Where weaknesses, if any, are identified because of the reviews, new procedures are put in place to
strengthen controls. These controls are in turn reviewed at regular intervals. The company has laid down adequate systems and
well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for
periodically checking and monitoring the internal control measures.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these
controls, procedures or systems occurred during the year under review. There have been no significant changes in the
Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect
its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

20. CORPORATE SOCIAL RESPONSIBILITY

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135 (1) of the
Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the
provisions Corporate Social Responsibility are not applicable to the Company.

21. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION
AND PARTICULARS OF EMPLOYEES

The Disclosure requirements pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, given in the
“ANNEXURE-B” and forms an integral part of Board Report.

During the year, none of the employees is drawing remuneration of more than INR 102.00 Lakhs or more per
annum or INR 8.50 Lakhs per month for part of the year. Further, details of top ten employees in terms of the receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended up to date, containing details prescribed under rule 5 (3) of the said rules, are available at Corporate
Office of the Company. In terms of Section 136 (1) of the Act, the Annual Report is being sent to the Members excluding the
aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at
investors@medicaps. com.

Pursuant to Section 197(14) of the Companies Act, 2013, during the financial year, none of the directors of the
Company received any commission from the company nor received any remuneration or commission from the wholly owned
subsidiary company. However, No Director was disqualified for receiving any remuneration or commission from the
Company/Wholly Owned Subsidiary Company during the period under review.

22. REPORT ON CORPORATE GOVERNANCE

Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34
(3) read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance
with the conditions of the Corporate Governance, forms part of the Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is
presented in a separate section forming part of the Annual Report.

24. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of
the Company in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of
the SEBI Listing Regulations. The Policy also provides adequate protection to the Directors and employees who report
unethical practices and irregularities from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle
Blower Policy of the Company can be accessed on the Company’s website at the whistle-blower-policy.pdf (medicaps.com)

During the year under review no protected disclosure from any Whistle Blower was received by the designated
officer under the Vigil Mechanism.

25. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
the Board has appointed L.N. Joshi & Co., Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial
Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed Joshi
Sahay and Company, Company Secretaries, Indore (Unique Code Number: P2025MP322400 and Peer Review Certificate
No.: 6873/2025) as the Secretarial Auditors of your Company subject to approval of members in ensuing 42^nd Annual General
Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-30 at such remuneration as
shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in
accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed
that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive
financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

The Report of the Secretarial Auditor for the year 2024-25 is annexed herewith as “ANNEXURE-C” and forms an integral
part of this report.

TThp>rp> net mio1ifir*otirvn rvn nr rpmarlf nr rliccloimp*r in Audit rp>Twrt pvnnnt fWMnwma^-

26. SECRETARIAL AUDIT OF MATERIAL UNLISTED WHOLLY OWNED SUBSIDIARY COMPANY

Medgel Private Limited, a material wholly owned subsidiary of the Company, undertakes Secretarial Audit under Section 204
of the Companies Act, 2013. The Secretarial Audit of Medgel Private Limited for the Financial Year 2024-25 was carried out
pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The
Secretarial Audit Report of Medgel Private Limited submitted by L.N. Joshi & Company, Company Secretaries is annexed as
ANNEXURE-D and forms an integral part of this Report.

27. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations
and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance
Report for the financial year 2024-25 has been submitted to the stock exchange within the prescribed time.

28. STATUTORY AUDITORS

Rawka & Associates, Chartered Accountants (FRN: 021606C), were re-appointed as Statutory Auditors of your Company in
the 39^th Annual General Meeting held on 28^th September 2022, for another term of five consecutive years from the conclusion
of 39^th Annual General Meeting up to the conclusion of the 44^th Annual General Meeting to be held for the financial year
2026-27.

The Auditor’s Report and the notes on financial statement for the year 2024-25 referred to in the Auditor’s Report
are self-explanatory and do not call for any further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Government covered under Section 134 (3) (ca) of the
Companies Act, 2013. Further, the Auditors have not found any fraud as required to be reported by them under Section
143(12) to the Central Government during the year 2024-25.

29. INTERNAL AUDITOR

The Board of Directors in their meeting held on 23^rd May 2024 on the recommendation of Audit Committee approved the
appointment of Praveen Shrivastava & Company, Chartered Accountant, as an Internal Auditor of the Company for the
financial year 2024-25.

Further during the financial year 2024-25, the Company took their suggestions and recommendations to improve
and strengthen the internal control systems. Their scope of work includes review of operational efficiency, effectiveness of
systems and processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and
monitors the implementation of audit recommendations including those relating to strengthening of the Company’s risk
management policies and systems.

30. COST AUDITOR AND RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended
time to time, the provision regarding Cost Audit and Records was not applicable to the Company during the year 2024-25.

31. MD/CFO CERTIFICATE

The Managing Director and CFO of your Company have issued the necessary certificate pursuant to the provisions of
Regulation 17 (8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. CODE OF CONDUCT

Pursuant to Regulation 17 (5) of the SEBI Listing Regulations requires listed companies to lay down a Code of Conduct for its
Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company
has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the
website of the Company at http://medicaps.com/upload/code-of-conduct-PIT.pdf.

All Directors and Senior Management personnel have affirmed compliance with the Code for 2024-25. Declaration
on adherence to the code of conduct is forming part of the Corporate Governance Report.

33. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit
Committee of the Company from time to time so that management controls the risk through a structured network. The main
objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in
reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy
establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues. The
Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board is entrusted
with the task of monitoring and reviewing the Risk Management Plan and procedures of the Company. This acts as a
supplement to the Internal Control Mechanism and Audit function of the Company.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between
the end of the financial year to which the financial statements relate and the date of this Board’s report.

35. ENVIRONMENT AND SAFETY

Safety is your company’s topmost priority with primary focus on developing a safety culture among employees. Your
Company’s policy requires conduct of operations in such a manner, to ensure safety of all concerned compliances,
environmental regulations and preservation of natural resources.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to
redress the Complaint received regarding sexual harassment. Further the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this
Policy. The status of the complaints filed, disposed of and pending during the financial year 2024-25 is given below: -

37. LISTING OF SHARES WITH STOCK EXCHANGE

The Company’s shares are listed on BSE Limited, and the Company is regular in payment of the Listing Fees. There was no
suspension of trading during the year under review.

38. INSURANCE

The Company’s movable assets are adequately insured against the risk, as consider necessary by the Management from time to
time.

39. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the
Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In
view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of
Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

40. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of
India as amended from time to time and approved by the Central Government under Section 118 (10) of the Companies Act,
2013.

41. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE.

There is no significant material orders passed by the Regulators which would impact the going concern status of the Company
and its future operations.

42. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE
SHARES OF THE COMPANY:

Pursuant to provision of Rule 9 (4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide
Notification dated 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing,
and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial
interest in shares of the company.

Accordingly, the Company has appointed Mr. Abhishek Jain (ACS: 36699), Company Secretary of the Company,
as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.

43. OTHER DISCLOSURES:

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

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

> As on 31^st March 2025, none of the Directors of the company hold instruments convertible into equity shares of the
Company.

> There was no change in capital structure of the Company. Further the Company has not issued any Shares (including
Sweat Equity Shares) to employees of the Company under any Scheme and not made any Stock Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of
which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as
required under Regulation 34 (2) of the SEBI Listing Regulations, is not applicable to your Company for the financial
year ending 31^st March 2025.

> No application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the
year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board's Report of the Company during the year under review.

> Since the total number of employees of the Company is below the prescribed threshold, the provisions of the Maternity
Benefit Act, 1961 are not applicable to the Company.

44. ACKNOWLEDGEMENT AND APPRECIATION

Your directors thank and acknowledge the continuous co-operation and assistance extended by all the stakeholders, our
employees and the various customers.

DATE: 05^th AUGUST, 2025 BY ORDER OF THE BOARD OF DIRECTORS

PLACE: INDORE FOR MEDI-CAPS LIMITED

RAMESH CHANDRA MITTAL ALOK K GARG

CHAIRMAN & DIRECTOR MANAGING DIRECTOR

DIN: 00035272 DIN: 00274321