your Directors take immense pleasure in presenting the 29th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2024.

Briefly, during the year under report, the Company's consolidated total income increased to 1,43,454.44 lacs from 1,15,141.58 lacs in the previous year, registering a growth of 24.59%. EBIDTA improved to

41,949.65 lacs as from 30,349.68 lacs in the previous year which before Tax translatesintoarise of 38.26%. Profit (PBT) is 34,174.23 lacs as against 23,556.47 lacs in the previous year which translates into a rise of 45.07%.

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

During the year under report, the paid-up share capital of your Company has been increased by 1,35,375 due to the allotment of 27,075 equity shares of 5 each under the Employee Stock Options Scheme, 2020 on exercise of stock options by the eligible employees.

The Company has framed ESOP Scheme 2020 for the benefit of its employees under which it has issued 27,075 equity shares respectively. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company, in accordance with the SEBI (Share Based Employee Benefits & Sweat

Equity Shares) Regulations, 2021.

In keeping with the Company's tradition of rewarding the Shareholders, your directors are pleased to recommend a dividend of 3.00/- per equity share of the face value of 5/- each for the financial year ended on 31^st March, 2024. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The dividend would be payable to all Shareholders whose names appear in the Register of Members and in respect of shares held in dematerialized form, to the members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited on book closure date.

The aforesaid dividend paid for year under review is in accordance with the Company's policy on Dividend Distribution which is linked to long term growth objectives of your Company to be met by internal cash accruals. The Dividend Distribution Policy of the Company can be viewed on the Company's website at https://www.polymedicure. com/wp-content/uploads/2020/09/Dividend-Distribution-Policy. pdf.

Transfer to Reserves

The Board of Directors has proposed to transfer 2,500.00 lacs to

General Reserves out of the profit available for appropriation.

The subsidiary companies performed as follows:

Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of 1,502.11 lacs for the year ending 31^st March, 2024 against 1,391.10 lacs in the previous year.

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

Plan1 Health s.r.l., Italy, a step-down Subsidiary – The wholly owned subsidiary Company has achieved a turnover of

6,486.96 lacs for the year ending 31^st December, 2024 against

4,222.10 lacs in the previous year.

Plan1 Health India Pvt. Ltd., India – During the year under review the Company has not done any business operations.

Poly Health Medical Inc.,(USA), a step-down Subsidiary- During the year under review the Company has not done any business operations.

The Company has one Associate in Egypt, viz.

Ultra for Medical Products Company (ULTRA MED), Egypt – The Associate has achieved sales of 8,126.38 lacs during the year ending 31st December 2023, as compared to 7,362.00 lacs in the previous year.

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

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

During the year under review, the Company has transferred 4,23,295 lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules,

2001. The said amount represents the dividend for the financial year

2015-16 and interim dividends for the year 2016-17 which remained unclaimed by the shareholders of the Company for a period of seven years from due date of payment.

In view of the provisions of the Companies Act, 2013, Mr. Alesandro Balboni is liable to retire by rotation at the ensuing Annual General Meeting, and he offers himself for re-appointment. The information as required to be disclosed under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of re-appointment of directors is provided in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to Section 149(4) of the Companies Act, 2013, every Listed Company is required to appoint one third of its Directors as Independent Directors. The Board has seven Independent Directors in terms of the provisions of Regulation 17(b) of the SEBI (LODR) Regulations, 2015. Necessary details in respect of the directors are given in the Corporate Governance Report.

The Independent Directors have submitted their respective declarations of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence specified in the Act and the Rules made there under as also under Regulation 25 of the SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are Shri Himanshu Baid, Managing Director, Shri Rishi Baid, Joint Managing

Director, Shri Naresh Vijayvergiya, Chief Financial Officer, Shri

Avinash Chandra, Company Secretary and Shri Ravi Prakash, Deputy Company Secretary.

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

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

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

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

d) the directors have prepared the annual accounts on a going concern basis.

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

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

As required under the regulation 34 (2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015, a cash flow statement is part of the Annual Report 2023 - 2024. Further, the

Consolidated Financial Statements of the Company for the financial year 2023 - 2024 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

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

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

In terms of Section 93(3) of the Companies Act, 2013, as amended the Annual Return of the Company is placed on the website of the Company www.polymedicure.com on the following link https://www.polymedicure.com/wp-content/uploads/2024/09/ Annual-Return-2023-24-1.pdf

Auditors and Auditors' Report

At the 24^th Annual General Meeting held on September 23, 2019 M/s M. C. Bhandari & Company, Chartered Accountants (Firm Registration No. 303002E), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 29^th Annual General Meeting of the Company to be held in the year 2024. The term of Statutory Auditors is going to expire at ensuing Annual General Meeting of the Company.

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

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them.

In terms of the provisions of Section 139 of the Companies Act, 2013, and as per the recommendation of the Audit Committee M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N) be appointed as Statutory Auditors of the Company, in place of retiring Auditors M/s M. C. Bhandari & Company, Chartered

Accountants (Firm Registration No. 303002E)toholdofficefrom the conclusion of this 29th Annual General Meeting till the conclusion of the 34^th Annual General Meeting of the Company to be held in the year 2029.

The Company has received a letter from the appointing Auditors to the effect that their appointment, if made would be within the prescribed limits under Section 141(3)(g) f the Companies Act, 2013 and they are not disqualified for re-appointment.

The Board had appointed M/s. Jai Prakash & Co., Cost Accountants as Cost Auditor for the financial year 2024-25. M/s. Jai Prakash &

Co., Cost Accountants have been re-appointed as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2024-25 and approval of the members is being sought for ratification of their remuneration.

The Board of Directors have appointed M/s. P.K. Mishra & Associates

(Certificate of Practice No.- 16222), Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed this Report as Annexure – 2.

The Board of Director has appointed M/s. P.K. Mishra & Associates, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2024-25.

A detailed Business Responsibility & Sustainability Report (BRSR) has been prepared. As a green initiative the BRSR is placed on website of your Company and can be accessed at the website of the Company https://www.polymedicure.com/wp-content/uploads/2024/09/ BRSR-Report-03.09.2024.pdf

Particulars of Loans, Guarantees or Investments under Section 186

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

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

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

As per the Companies Act, 2013, all companies having a net worth of 500 Crore or more, or a turnover of 1,000 Crore or more or a net profit of 5 Crore or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such Companies are required to spend at least 2% of the average netprofitsof their immediately preceding three financial years on CSR related activities. Accordingly, the Company was required to spend 393.25 lacs towards CSR activities. The Company overall spent 573.19 lacs for activities specified in schedule VII of the Companies Act, 2013. Excess CSR spent 180.66 lacs to be carried forward for 2024-25 Details of CSR policy and the initiatives adopted by the Company on CSR during the year are available on the website of the Company at https://www.polymedicure. com/wp-content/uploads/2019/07/CSR_Policy_2015.pdf. The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure – 5 to this Report in the prescribed format.

The Company has a "Policy on Whistle Blower and Vigil Mechanism" to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Whistle blower policy is displayed on the Company's Website viz, https://www.polymedicure.com/wp-content/uploads/2023/02/vigil-mechanism-and-whistle-blower-policy.pdf

The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and

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

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

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

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

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

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

We believe that quality control is critical to our brand and continued growth. We have separate quality control procedures for raw materials being used in the manufacturing process and for finished goods

Our products pass through stringent quality tests, and our quality assurance team monitors at various stages of the manufacturing process and performs finished product inspections to ensure the quality of our products.

All products are manufactured in accordance with current Good Manufacturing Practices (GMP). We are also subject to routine internal and external quality audits for GMP compliance that assure our quality systems are consistent with current international standards. Our various manufacturing facilities are also periodically certifiedby independent and reputed external agencies. These certifications include, quality management

2015 by DNV GL Business Assurance, EN ISO 13485:2016 and EC

Certification by TUV SUD Product Service GmbH,

Our manufacturing process comprises of using raw materials in molding or tubing through extruders, following which components are assembled and samples are tested. The products are packed using a blister packing machine in duplex or correlated boxes and the final products undergo sterilization and quality .

All our manufacturing facilities in India have been accredited with the EC certificates for quality assurance systems and EN ISO 13485:2016 certifications. Further, our Faridabad Facility-I, Faridabad

Facility-II, Faridabad Facility-V and Haridwar Facility, have also been accredited with management system certificates for compliance with ISO 9001:2015.

Our manufacturing facilities have been accredited with several international quality certifications. All our Indian manufacturing facilities have been accredited with EC certificates for quality assurance systems and EN ISO 13485:2016 certificates. Further, our

Faridabad Facility-I, Faridabad Facility-II, Faridabad-V and Haridwar Facility, have also been accredited with management system certificates for compliance with ISO 9001:2015. Our manufacturing facilities in China, Italy and Egypt have also been accredited with various certifications. We believe that we enjoy a competitive advantage due to our manufacturing capabilities that enable us to supply quality products in Indian and international markets.

Our employees contribute significantly to our business operations.

As of June 30, 2024, our Company had 6,300 employees(including contract workers) including 500 engineers.

We place significant emphasis on the recruitment our personnel and provide continuous training for employees to achieve high quality skills and improve productivity. Trainings are provided to enhance technical and behavioural skills. Other employee engagement programs include publication of our quarterly magazine "Seekh", highlighting development and training activities, and sponsoring fitness initiatives.

Our employees are not unionized and our operations have not been interrupted by any work stoppage, strike, demonstration or other labour or industrial disturbance. We have not experienced any industrial disputes.

CRISIL continue to accord the Company, the ratings on the bank facilities of the Company as under:

Our performance and the growth of our business are necessarily dependent on the health of the overall Indian economy. In the recent past, Indian economy has been affected by global economic uncertainties and liquidity crisis, domestic policy and political environment, volatility in interest rates, currency exchange rates, commodity and electricity prices, adverse conditions affecting agriculture, rising inflation rates and various other factors. Risk management initiatives by banks and lenders in such circumstances could affect the availability of funds in the future or the withdrawal of our existing credit facilities. The Indian economy is undergoing many changes and it is difficult to predict the impact of certain fundamental economic changes on our business. Conditions outside India, such as a slowdown or recession in the economic growth of other major countries, have an impact on the growth of the Indian economy. Additionally, an increase in trade deficit, a downgrading in

India's sovereign debt rating or a decline in India's foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and our business. Any downturn in the macroeconomic environment in India could adversely affect our business, financial condition, results of operation and the trading price of our Equity Shares. Volatility, negativity, or uncertain economic conditions could undermine the business confidence and could have a significant impact on

Changing demand patterns and economic volatility and uncertainty could have a significantnegative impact on our results of operations.

An important part of our strategy is to continue pursuing growth opportunities and expand our global presence so as to increase our market share outside of India. We have set-up a representative office in the united Kingdom to market and distribute our products in the region and [are in the process of setting-up a branch office in the united States. Our international operations are subject to a number of market, business and financial risks and uncertainties, including those related to our use of distribution partners, geopolitical and economic instability, foreign currency exchange and interest rate fluctuations, competitive product offerings, local changes in medical device delivery systems, local product preferences and requirements, including preferences for local manufacturers, workforce instability, weaker intellectual property protection in certain countries and longer accounts receivable cycles. Such risks and uncertainties may adversely impact our ability to implement our growth strategy in these markets and, as a result, our sales growth, market share and operating profits from our international operations may be adversely affected.

Our international operations are subject to established and developing legal and regulatory requirements for medical devices in each country in which our products are marketed and sold. Most foreign countries have medical device regulations. Further, most countries require product approvals to be renewed or recertified regular basis in order for the products to continue to be marketed and sold there. We are subject to extensive and dynamic medical device regulation, which may impede or hinder the approval or sale of our products and, in some cases, may ultimately result in an inability to obtain approval of certain products or may result in the recall or seizure of previously approved products. These factors have caused or may cause us to experience more uncertainty, risk, expense and delay in obtaining approvals and commercializing products in certain foreign jurisdictions, and adversely impact our sales, market share and operating profits from

We are a Export Oriented Company, and therefore we may suffer losses on account of foreign currency fluctuations for sales to our international distributors and on our international operations, as we may be able to revise prices, for foreign currency fluctuations, only on a periodic basis and we may not be able to pass on all losses on account of foreign currency fluctuations to our distributors.

Moreover, we may be required to reconfigure our loan portfolio from time to time, so as to effectively manage our finance charges.

We are, to a limited extent benefitted by a natural hedging process on account of our imports, and further seek to hedge our foreign currency exchange risk by entering into forward exchange contracts. We also have internal policies such as our Foreign Exchange Risk Management Policy and Commodity Risk Management Policy for managing adverse movements in foreign exchange rates and commodity prices. However, any such amounts that we spend or invest in order to hedge the risks to our business due to fluctuations in currencies may not adequately hedge against any losses that we may incur due to such fluctuations

Public listed companies are required under the SEBI Listing Regulations to prepare and circulate to their shareholders audited annual accounts which comply with the disclosure requirements and regulations governing their manner of presentation and which include sections relating to corporate governance, Our Company our resultsofoperations. is in compliance with the corporate governance requirements prescribed under the SEBI Listing Regulations and Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof.

All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct as applicable to them for the year ending on 31^st March, 2024 as per Regulation 26(3) of SEBI (LODR) Regulations, 2015. A declaration to this effect as signed by the Managing Director is annexed with this Report.

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

The Shares of your Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 2024-25 have been paid.

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

As part of the Green Initiative, we propose to send documents such as Notices of General Meeting(s), Annual Reports and other shareholders communications for the year ended 31^st March 2024 in electronic form, to the email addresses provided by you and/ or made available to the Company by the Depositories. The copy of annual report shall be available on the website of the Company andourinternational operations. for inspection at the registered office of the Company, during office hours. In case any member wishes to get Annual Report and other communication in physical form, he may write to the company and the same will be provided free of cost.

Electronic copies of the Annual Report 2023-24 and Notice of the 29^th Annual General Meeting would be sent to all members whose email addresses are registered with the Company/Depository

Participant(s). For members who have not registered their email addresses, physical copies of the same would be sent in the permitted mode.

There are no significantmaterial orders passed by the Regulators/

Courts which would impact the going concern status of the Company's operations in future.

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

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

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

Neither application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

No settlements have been done with banks or financial institutions.

The Directors take this opportunity to express their deep sense of gratitude to its Central and State Governments and local authorities for their continued co-operation and support.

They also would like to place on record their sincere appreciation for the commitment, hard work and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of the Company including customers, dealers, suppliers, lenders, transporters, advisors, local community, etc. for their continued committed engagement with the Company.

The Directors would also like to thank the Members of the Company for their confidence and trust reposed in the management team of the Company.