Directors Report of Poly Medicure Ltd.

Mar 31, 2025

Your Directors take immense pleasure in presenting the 30^th Annual Report on the business and operations of the Company along with the
Audited Financial Statements for the year ended 31^st March, 2025.

Financial RoQiiltQ In lanc^

Parameters	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations (Net)	1,60,179.98	1,30,724.91	166,983.16	137,579.63
Add: Other Income	8,977.24	5817.67	8,912.76	5,874.81
Total Revenue	1,69,157.22	1,36,542.58	1,75,895.92	1,43,454.44
Profit before Interest, Tax, Depreciation and Amortization (EBITDA)	53513.69	40720.45	54,196.75	41,648.76
Less: Depreciation & Amortization Expenses.	8,083.90	6,156.97	8,263.60	6,344.44
Less: Financial Costs	1,140.69	1,074.09	1,199.65	1,130.09
Profit Before Tax (PBT)	44,289.10	33,489.39	44,733.50	34,174.23
Add: Share of Profit from Associates	-	-	518.01	252.68
Profit Before Tax (after Share of Profit from Associates)	44,289.10	33,489.39	45,251.51	34,426.91
Less: Tax provision	11,155.63	8317.05	11,395.79	8,600.94
Profit after Tax	33,133.47	25,172.34	33,855.72	25,825.97
Add: Balance brought forward	72,663.64	52,869.63	73085.18	52,774.86
Profit available for appropriation	1,05,797.11	78,041.97	106940.90	78,600.83

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2025 have been prepared in
accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Briefly, during the year under report, the Company''s consolidated
total income increased to '' 1,75,895.92 lacs from '' 1,43,454.44
lacs in the previous year, registering a growth of 22.61%. EBIDTA
improved to '' 54,196.75 lacs as from '' 41,648.76 lacs in the previous
year which translates into a rise of 30.13%. Profit After Tax (PAT) is
'' 33,855.72 lacs as against '' 25,825.97 lacs in the previous year
which translates into a rise of 31.09%.

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

Change in Share Capital

I. Authorized Share Capital

During the year under review, there was no change in the
authorized share capital of the Company. As on March 31,
2025, the Authorised Share Capital of the Company stood at
'' 60,00,00,000/- divided into 12,00,00,000 equity shares of
'' 5/-each.

II. Paid-up Share Capital

During the year under report, the paid-up share capital of
your Company has been increased by 2,67,71,490'' due to the
allotment of 53,19,148 equity shares of '' 5 each under the
Qualified Institutional Placement (QIP) and 35,150 equity
shares of '' 5 each under the

Employee Stock Options Scheme, 2020 on exercise of stock
options by the eligible employees.

Shares with Differential Voting Rights and sweat equity shares

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

Fund raising through QIP and Utilization.

The Company raised '' 99,999.98 Lakhs by an issue of equity
shares through a Qualified Institutions Placement (QIP) in August,
2024. The proceeds from the QIP have been earmarked for the
"Funding capital expenditure to be incurred by Company for setting
up of manufacturing facilities ("Project”)”, Pursuing inorganic
initiatives and for General corporate purposes. The QIP proceeds
have bolstered an already strong capital structure even further,
significantly enhanced the Company''s financial flexibility and
accelerated the Company''s ambitious growth plans.

As on March 31, 2025, an amount of '' 12,205.72 Lakhs had been
utilized towards the identified objectives, while the balance
'' 87794.26 Lakhs remained unutilized. In compliance with
Regulation 32 of the SEBI Listing Regulations and considering
the inclusion of a fresh issue component, the Company appointed
CRISIL Ratings Limited as the Monitoring Agency to monitor the
utilization of QIP proceeds.

The Monitoring Agency, in its report, confirmed that the Company
utilized the proceeds in accordance with the objects stated in the
Offer Document and that there was no material deviation or variation
in terms of the stated objectives.

The Board believes that this extension is in the best interest of the
Company, as it enables the optimal and timely deployment of funds

in line with changing operational requirements, while ensuring
continued compliance with the provisions of the Act, the Securities
and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and other applicable laws.

ESOP issuance

During the year under review, there has been no material change
in the existing ESOP Plans of the Company and the same have
been implemented in compliance with relevant/ applicable ESOP
Regulations/ Guidelines.

The Company has framed ESOP Scheme 2020 for the benefit of
its employees under which it has issued 35,150 equity shares
respectively. The Nomination and Remuneration Committee of
the Board of Directors of the Company, inter alia, administers and
monitors the Employees'' Stock Option Scheme of the Company, in
accordance with the SEBI (Share Based Employee Benefits & Sweat
Equity Shares) Regulations, 2021.

Statutory Disclosures:

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

S. No.	Particular	ESOP Scheme, 2020
1.	Option Granted	2,48,176
2.	Option Vested	1,03,050
3.	Option Exercised	88,475
4.	The total number of shares arising as a result of exercise of options	88,475
5.	Options Lapsed	19,375
6.	The exercised price	'' 100 /-
7.	Variation of terms of option	Not Applicable
8.	Money realized by exercise of Options	'' 88,47,500 /-
9.	Unvested and outstanding options / available for future grant	7,74,599

Employee-wise details of options granted during FY 2024-25

Particular	Name	Desig¬ nation	No. of options Granted	Exercise Price (?)
Key Managerial Personnel	None
Any other employee who received a grant of options in any one year of option amounting to five percent or more of options granted during that year.	None
Identified employees who were granted options during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	None

Dividend

In keeping with the Company''s tradition of rewarding the
Shareholders, your directors are pleased to recommend a dividend
of '' 3.50/- (@70%) per equity share of the face value of '' 5/- each
for the financial year ended on 31^st March, 2025. 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.polvmedicure.
com/wp content/uploads/2020/09/Dividend-Distribution-Policypdf

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.

Subsidiaries and Associate

The subsidiary companies performed as follows:

• Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned
subsidiary Company has achieved a turnover of '' 1,350.95 lacs
lacs for the year ending 31st March, 2025 against '' 1,502.11
lacs in the previous year.

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

• Planl Health s.r.l., Italy, a step-down Subsidiary - The wholly
owned subsidiary Company has achieved a turnover of
'' 7,393.41 lacs for the year ending 31^st December, 2024 against
'' 6,486.96 lacs in the previous year.

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

• Poly Health Medical Inc.,(USA) - a step-down Subsidiary - The
wholly owned subsidiary Company has achieved a turnover
of '' 88.45 lacs for the year ending 31^st March, 2025 against
'' 14.06 lacs in the previous year.

• POLYHEALTH LTD in England and Wales - During the year,
the Company has incorporated a wholly owned Step down
subsidiary, "POLYHEALTH LTD” in England and Wales on 04^th
February, 2025.

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

Ultra for Medical Products Company (ULTRA MED), Egypt - The

Associate has achieved sales of '' 11,649.62 lacs during the year
ending 31^st December 2024, as compared to '' 8,126.38 lacs in the
previous year.

AMPIN C&I Power Two Private Limited. - A joint venture agreement
has been entered amongst, Poly Medicure Limited and AMPIN
C&I Power Private Limited, Under JV Agreement through which
26% of shareholding owned by Poly Medicure Limited and 74%

owned by AMPIN C&I Power Private Limited. for the purpose of
setting up a Solar Power Project, which will be set up to supply
power to the company as a captive generating plant for companies
manufacturing facility, in Haryana, India.

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

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

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

During the Year under review, the Company has transferred '' 2,39,608
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 2016-17 which remained unclaimed by the shareholders of the
Company for a period of seven years from due date of payment.

Directors

I. Retirement by rotation and subsequent re- appointment

Mr. Jugal Kishore Baid (DIN: 00077347), Non-Executive Director
of the Company is liable to retire by rotation at the ensuing
Annual General Meeting ("AGM”) pursuant to the provisions
of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules,
2014 and being eligible offers himself for re-appointment. An
appropriate resolution for his reappointment is being placed for
the approval by the Members of the Company at the ensuing
AGM.

The Members of the Company at the 25^th Annual General
Meeting held on 29^th September, 2020 had appointed Mr. Amit
Khosla (DIN: 00203571) and Ms. Sonal Mattoo (DIN:00106795)
as Independent Directors of the Company for a term of five (5)
consecutive years commencing from 25th AGM and expiring
on 30^th AGM.

Based on the recommendations made by the NRC as above,
the Board of Directors, at its meeting held on 08^th August,
2025, has unanimously decided to re-appoint Mr. Amit Khosla
(DIN : 00203571) and Ms. Sonal Mattoo (DIN : 00106795)
as Independent Directors of the Company for a further term
not exceeding five (5) consecutive years with effect from
conclusion of this Annual General Meeting to the Conclusion
of 35^th Annual General Meeting of the company. An appropriate
resolution for his reappointment is being placed for the
approval by the Members of the Company at the ensuing AGM.

A brief profile of Mr. Jugal Kishore Baid, Mr. Amit Khosla and
Ms. Sonal Mattoo and other related information is detailed
in the Notice convening the 30^th AGM of your Company. The
Board considered the said re-appointment in the interest of the
Company and hence recommends the same to the Members
for approval.

II. Completion of Tenure

Dr. Shailendra Raj Mehta (DIN: 02132246) and Dr. Sandeep
Bhargava (DIN : 07736003) ceased as a Director of the
Company upon completion of his tenure as Independent
Director of the Company on September 26, 2024. The Board of
Directors placed on record their appreciation for the services
rendered by them during their tenure and for his unwavering
commitment to the Company.

III. Cessation due to demise

Sh. Prakash Chand Surana ( DIN: 00361485) ceased as a
Independent Director of the Company due to his sad demise
on July 17, 2024. The Board of Directors placed on record their
condolences for the irrecoverable loss due to such sudden
demise and also appreciation for the services rendered by him
during his tenure and for his unwavering commitment to the
Company.

IV. Appointment of Independent Director during the FY 2024¬
2025

During the year Mr. Vimal Bhandari was appointed as and
independent director of the Company with effect from 22 July,
2024 and his appointment approved by the member in the 29^th
Annual General Meeting held on 26 Sep, 2024

Mr. Vishal Gupta was also appointed as independent
director of the company with effect from 28 Oct, 2024 and
his appointment approved by the member in Extra Ordinary
General Meeting through postal Ballot held on 25 Jan, 2025

Key Managerial Personnel

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. And during the Financial Year 2024-25 there
has been no change in the Key Managerial Persons of the Company.

Material Changes and Commitments Affecting the Financial
Position

No material changes and commitments, other than disclosed as
part of this report, affecting the financial position of the Company
have occurred between March 31,2025, and the date of the report.

Public Deposits

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

2014.

Audit Committee

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

Board Evaluation

Pursuant to the applicable provisions of the Companies Act,
2013 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, Board structure,
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, adequacy of
Committee 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.

Secretarial Standards

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

Directors'' Responsibility Statement

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

a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards
have been followed and there are no material departures.

b) the directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company for the financial
year ended March 31, 2025, 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 for the
financial year 2024-2025 on a going concern basis.

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

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the regulation 34 (2)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
a cash flow statement is part of the Annual Report 2024 - 2025.
Further, the Consolidated Financial Statements of the Company
for the financial year 2024 - 2025 are prepared in compliance
with the applicable provisions of the Act, Accounting Standards
and as prescribed by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The said Financial Statements
have been prepared on the basis of the audited financial statements
of the Company, its subsidiaries and joint venture companies as
approved by their respective Boards of Directors.

Policy on Directors'' Appointment and Remuneration

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

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

Annual Return

In terms of Section 93(3) of the Companies Act, 2013, as amended
the Annual Return of the Company is placed on the website of the
Company www.polymedicure.com on the following link https://
www.polymedicure.com/wp-content/uploads/2025/09/MGT-
7_2025.pdf

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

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

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

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

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

Cost Auditor

In terms of the Section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company is
required to maintain cost accounting records and get them audited
every year. Accordingly, such accounts and records were made and
maintained for the Financial Year ended March 31,2025.

The Board of Directors on basis the recommendation of the Audit
Committee re-appointed M/s. Jai Prakash & Co., Cost Accountants
as Cost Auditor for the financial year 2025-26. 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 2025-26 and approval of the members is being sought
for ratification of their remuneration.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors of
your Company appointed M/s. P.K. Mishra & Associates, Company
Secretaries ("Secretarial Auditors”) to conduct the Secretarial Audit
of the Company for the Financial Year ended March 31,2025.

The Secretarial Audit Report for the Financial Year ended March 31,
2025, is attached herewith as Annexure - 2 and forms an integral
part of this Annual Report. The Secretarial Audit Report is self¬
explanatory and does not contain any qualification, reservation or
adverse remark.

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

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

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

Business Responsibility and Sustainability Report (BRSR)

A detailed Business Responsibility & Sustainability Report (BRSR)
has been prepared. As a green initiative the BRSR is placed on
website of your Company and can be accessed at the website of
the Company www.polymedicure.com on the following link https://
www.polymedicure.com/wp-content/uploads/2025/09/BRSR-
FY-24-25-2.pdf

Particulars of Loans, Guarantees or Investments under Section 186

The Particulars of Loans, Investments and guarantees made/given

by the Company, under Section 186 of the Companies Act, 2013, are
furnished in Annexure - 3 and forms part of the Report.

Unsecured Loan From Directors:

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

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by
the Company with related parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013 including certain 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

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

Fixed Deposits

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

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having a net worth
of '' 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 net profits of their immediately preceding
three financial years on CSR related activities. Accordingly, the
Company was required to spend '' 488.90 lacs towards CSR
activities. The Company overall spends '' 536.73 lacs for activities
specified in schedule VII of the Companies Act, 2013. Excess CSR
spent '' 47.83 lacs during the financial year 2024-25. Earlier during
the last financial year 2023-24 Excess CSR spent '' 180.66 lacs. Now
the total Excess amount expended is '' 228.49 to be carried forward
for 2025-26 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/7wp-content/
uploads/2019/07/CSR_Policy_2015.pdf

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

Vigil Mechanism/ Whistle Blower Policy:

Your Company has a Whistle Blower Mechanism in place as required
under Section 177 of the Companies Act, 2013 and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. The Company has a "Policy on Whistle
Blower and Vigil Mechanism” to deal with instance of fraud and
mismanagement, if any. In 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

Prevention of Sexual Harassment at Workplace

The Company has in place an Anti-Sexual Harassment Policy in
compliance with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("the POSH Act").

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee (ICC) as specified
under the POSH 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.

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

The Company has a detailed Policy on Prevention of Sexual
Harassment (POSH Policy) in place in line with the requirements
of the prevention of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (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 confidentiality.

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

Maternity Benefit Act, 1961

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

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

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

The Company has an internal financial control system commensurate
with the size and scale of its operations and the same has been
operating effectively. The Internal Auditor evaluates the efficacy
and adequacy of internal control system, accounting procedures
and policies adopted by the Company for efficient conduct of
its business, adherence to 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.

Particulars of Employees pursuant to Section 197(12)

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

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

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

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

Quality and Certification

We prioritize quality control, implementing stringent procedures
for raw materials and finished goods. Our quality assurance
team monitors production stages and conducts finished product
inspections to ensure compliance with current Good Manufacturing
Practices (GMP). Our facilities undergo routine internal and external
quality audits, adhering to international standards. We hold various
certifications, including ISO 9001:2015 and EN ISO 13485:2016,
demonstrating our commitment to quality management. Our
manufacturing process involves sourcing and testing raw materials,
molding or tubing through extruders, component assembly,
sample testing, sterilization, and quality checks. With facilities in
India, China, Italy, and Egypt accredited with international quality
certifications, we believe our manufacturing capabilities enable
us to supply quality products globally, giving us a competitive
advantage in both Indian and international markets.

Human Resources

Human resources plays a very significant role in any business
operations and growth of a Company. We always reinforce our
commitment to employees experience, engagement and capability
development. We focuses on integrated development through
structured induction, learning platforms, leadership development
and wellness programmes, ensuring continuous engagement
across all levels.

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.

We provides the routine Annual preventive health check-ups of the
employees and health insurance policies for the employees and
their family members. Also Family picnic and other engagement
programmes are introduced for the employees to provide them a
atmosphere of coordination and social interaction and management.
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 continues to accord the Company with the ratings on the
bank facilities of the Company as under

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

Risk Management

Our company acknowledges that risk is inherent in business and
is committed to proactive and efficient risk management. We
regularly assess internal and external risk elements, incorporating
risk treatment plans into our strategy, business, and operational
plans. Our Risk Management Policy aims to mitigate the impact
and likelihood of risks within the risk appetite agreed upon with the
Board of Directors.

The Company has a Risk Management Committee to identify
elements of risk in different areas of operations; the details of the
Risk Management Committee are given in the Corporate Governance
Report.

Global Economic Volatility Risk

Our business performance and growth are closely tied to the health
of the Indian economy, which is susceptible to various factors such
as global economic uncertainties, domestic policy and political
environment, volatility in interest rates and currency exchange
rates, and rising inflation rates. These factors can impact the
availability of funds, interest rates, and liquidity, ultimately affecting
our business confidence and results of operations. External factors,
such as slowdowns or recessions in major economies, trade deficits,
and sovereign debt rating downgrades, can also influence the Indian
economy and our business. Any downturn in the macroeconomic
environment in India could adversely affect our business, financial
condition, and results of operation, making it challenging to predict
and navigate the impact of fundamental economic changes on our
business.

Business and Regulatory Risk

A key part of our strategy is to pursue growth opportunities and
expand our global presence, increasing our market share outside
India. We''ve established a representative office in the UK and
USA. However, our international operations come with risks and
uncertainties, including geopolitical and economic instability,
foreign currency exchange and interest rate fluctuations,
competitive product offerings, local preferences and requirements,
workforce instability, weaker intellectual property protection, and
longer accounts receivable cycles. These risks may impact our
ability to implement our growth strategy, affecting sales growth,
market share, and operating profits from international operations.
Our international operations are subject to diverse and evolving
medical device regulations in each country where our products are
marketed and sold. Most countries require product approvals to be
renewed or recertified regularly, and failure to comply may result in
product recalls or seizures. The complexity and dynamism of these
regulations may lead to uncertainty, increased costs, and delays in
obtaining approvals, ultimately impacting our sales, market share,
and operating profits from international operations.

Foreign Exchange Risk

As an export-oriented company, we''re exposed to foreign currency
fluctuations that may impact our sales to international distributors

and operations. We can only revise prices periodically and may not
be able to pass on all losses to our distributors. To manage this
risk, we utilize natural hedging through imports, forward exchange
contracts, and internal policies like our Foreign Exchange Risk
Management Policy. However, these measures may not fully
mitigate potential losses from currency fluctuations.

Competition Risk

Our Company operates in such an industry which heightens the
chances of new players entering the industry. There are also various
current players in the market. These players operate at a competitive
price which further undermines the market position of the existing
players in the industry. We focus on Strengthening our product
quality with our strong R&D team and also keeps in mind the cost
factor, so that we can provide a quality product on competitive prices
in the Market. We also expand our presence in domestic as well as
International Market such that it can maintain its strong position
in the industry. Further, to realise its strong growth and expansion
potentials, it continuously invests in high-quality standards, as well
as maintains strong performance.

Human Resources Risk

The Company needs to retain its skilled professionals who can help
the Company to surpass the challenges and attain a sustainable
growth. We implements effective strategies to retain qualified
professionals. It provides competitive benefits, training programmes
and a positive and engaging working environment. Additionally,
the cohesive work culture and transparency within the Company
support the retention of its skilled workforce.

Post Covid the shortage of skilled and unskilled manpower which
increased drastically in Metro cities due to various factors that
contributes to the availability of manpower for production and
operations. To deal with such situation is a major challenge for
all the production Companies due to unstable supply of such
Man powers. The Company is continuously finding the possible
alternatives and solutions to deal with such kinds of risks in present
and as well as in future.

Corporate Governance

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
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 31st March, 2025 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.

Management Discussion and Analysis Report

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

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 2025¬
26 have been paid.

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

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

Green Initiatives and Reduced Carbon Footprints

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 31st March 2025
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 e on the website of the Company
and 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 2024-25 and Notice of
the 30th Annual General Meeting would be sent to all members
whose emil 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.

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators
/ Courts which would impact the going concern status of the
Company''s operations in future.

Other Disclosures

S 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.

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

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

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

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

Acknowledgements & Appreciation

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.

For and on behalf of Board of Directors

08^th August, 2025 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director

---

Mar 31, 2024

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.

Financial Results ('' In lacs)

Parameters	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations (Net)	1,30,724.91	1,06,804.50	137,579.63	1,11,523.04
Add: Other Income	5817.67	3,628.74	5,874.81	3,618.54
Total Revenue	1,36,542.58	1,10,433.24	1,43,454.44	1,15,141.58
Profit before Interest, Tax, Depreciation and Amortization (EBITDA)	40768.66	30,076.46	41,949.65	30,349.68
Less: Depreciation & Amortization Expenses.	6,205.18	5,563.68	6,392.65	5,716.68
Less: Financial Costs	1,074.09	830.07	1,130.09	883.86
Profit Before Tax (PBT)	33,489.39	23,682.71	34,174.23	23,556.47
Add: Share of Profit from Associates			252.68	192.67
Profit Before Tax (after Share of Profit from Associates)	33,489.39	23,682.71	34,426.91	23,749.14
Less: Tax provision	8317.05	5778.24	8,600.94	5,820.89
Profit after Tax	25,172.34	17904.47	25,825.97	17,928.25
Add: Balance brought forward	52,869.63	39,863.11	52,774.86	39,904.12
Profit available for appropriation	78,041.97	57,767.58	78,600.83	57,832.37

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 translates into a rise of 38.26%. Profit before Tax (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.

Share Capital

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.

ESOP issuance

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.

Dividend

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.

Subsidiaries and Associate

The subsidiary companies performed as follows:

• Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of '' 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.

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

• Poly Health Medical Inc.,(USA), a step-down Subsidiary- 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

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

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.

Directors and Key Managerial Personnel

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.

Board Evaluation

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, Board structure, 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, adequacy of Committee 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.

Secretarial Standards

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

Directors'' Responsibility Statement

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

a) in the preparation of the annual accounts, 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.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

Policy on Directors'' Appointment and Remuneration

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

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

Annual Return

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

Auditors and Auditors'' Report

Statutory Auditors

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) to hold office from 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.

Cost Auditor

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.

Secretarial Auditor

The Board of Directors have appointed M/s. PK. 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. PK. Mishra & Associates, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2024-25.

Business Responsibility & Sustainability Report (BRSR)

A detailed Business Responsibility & Sustainability Report (BRSR) has been prepared. As a green initiative the BRSR is placed on website of your Company and can be accessed at the 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.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain 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.

Corporate Social Responsibility

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 net profits of 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.

Vigil Mechanism/ Whistle Blower Policy:

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

Prevention of Sexual Harassment at Workplace 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 confidentiality.

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

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

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to 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.

Particulars of Employees pursuant to Section 197(12)

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

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

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

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

Quality and Certification

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 certified by independent and reputed external agencies. These certifications include, quality management system ISO 9001: 2015 by DNV GL Business Assurance, EN ISO 13485:2016 and EC Certification by TUV SUD Product Service GmbH, Germany.

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 checks.

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.

Human Resources

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 and retention of 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.

Credit Rating

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

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

Global Economic Volatility Risk

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

Business and Regulatory Risk

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 on a 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 our international operations.

Foreign Exchange Risk

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

Corporate Governance

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 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.

Management Discussion and Analysis Report

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

Listing

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

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

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

Green Initiatives and Reduced Carbon Footprints

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 and 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.

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company’s operations in future.

Other Disclosures

S 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.

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

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

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

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

Acknowledgements & Appreciation

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.

For and on behalf of Board of Directors

22^nd July, 2024 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director

---

Mar 31, 2023

Your Directors take immense pleasure in presenting the 28^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2023.

Financial Results (''In lacs)
Parameters	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations (Net)	1,06,804.50	87,935.76	1,11,523.04	92,306.26
Add: Other Income	3,628.74	3,872.87	3,618.54	3,790.25
Total Revenue	1,10,433.24	91,808.63	1,15,141.58	96,096.51
Profit before Interest, Tax, Depreciation and Amortization (EBITDA)	30,076.46	25,086.22	30,157.01	25,100.46
Less: Depreciation & Amortization Expenses.	5,563.68	5,254.01	5,716.68	5,395.22
Less: Financial Costs	830.07	360.70	883.86	425.48
Profit Before Tax (PBT)	23,682.71	19,471.51	23,556.47	19,279.76
Add: Share of Profit from Associates			192.67	244.73
Profit Before Tax (after Share of Profit from Associates)	23,682.71	19,471.51	23,749.14	19,524.49
Less: Tax provision	5778.24	4,869.80	5,820.89	4,873.89
Profit after Tax	17,904.47	14,601.71	17,928.25	14,650.60
Add: Balance brought forward	39,863.11	30,158.41	39,904.12	30,416.53
Profit available for appropriation	57,767.58	44,760.12	57,832.37	45,067.13

Briefly, during the year under report, the Company''s consolidated total income increased to '' 1,15,141.58 lacs from '' 96,096.51 lacs in the previous year, registering a growth of 19.82%. EBIDTA improved to '' 30,157.01 lacs as from '' 25,100.46 lacs in the previous year which translates into a rise of 20.15%. Profit before Tax (PBT) is '' 23,556.47 lacs as against '' 19,279.76 lacs in previous year which translates into a rise of 22.18%.

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

Share Capital

During the year under report, the paid-up share capital of your Company has been increased by '' 44,000 due to the allotment of 17,750 equity shares of '' 5 each under the Employee Stock Options Scheme, 2016 and 26,250 equity shares of 5 each under the Employee Stock Options Scheme, 2020 on exercise of stock options by the eligible employees.

ESOP issuance

The Company has framed an ESOP Scheme 2016 and ESOP Scheme 2020 for the benefit of its employees under which it has issued 17,750 and 26,250 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.

Dividend

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, 2023. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The final

dividend on equity shares, if approved by the members would involve a cash outflow of '' 2,878.33 lacs. 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.

Subsidiaries and Associate

The subsidiary companies performed as follows:

• Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of '' 1,391.10 lacs for the year ending 31^st March, 2023 against '' 1,536.69 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 '' 4,222.10 lacs for the year ending 31^st December, 2022 against '' 3,392.22 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 '' 7,362.00 lacs during the year ending 31^st December 2022, as compared to '' 9,392.19 lacs in the previous year. The decrease in sales is due to currency devaluation.

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

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

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

During the Year under review, the Company has transferred '' 6,36,192 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 final dividend for the financial year 2014-15 and interim dividend of 2015-16 which remained unclaimed by the shareholders of the Company for a period of seven years from the due date of payment.

Significant Events After Balance Sheet Date

There are no significant events after the balance sheet date.

Directors and Key Managerial Personnel

In view of the provisions of the Companies Act, 2013, Mrs. Mukulika Baid is liable to retire by rotation at the ensuing Annual General Meeting, and she offers herself 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.

Board Evaluation

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, Board structure, 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, adequacy of Committee 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.

Secretarial Standards

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

Directors'' Responsibility Statement

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

a) in the preparation of the annual accounts, 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.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under regulation 34 (2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement is part of the Annual Report 2022 - 2023. Further, the Consolidated Financial Statements of the Company for the financial year 2022 - 2023 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

Policy on Directors'' Appointment and Remuneration

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

Further, the policy also indicates the manner of performance evaluation of Independent Directors, Board committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors. The policy of the Company on directors'' appointment and remuneration can be viewed on the Company''s website at https://www.polymedicure.com/wp-content/uploads/2023/02/Criteria-of-making-payments-to-non-executive-directors.pdf

Annual Return

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

Auditors and Auditors'' Report Statutory Auditors

At the 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.

Your Company has received a certificate from M/s. M. C. Bhandari & Company, Chartered Accountants (Firm Registration No. 303002E) confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

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

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

Cost Auditor

Your Company has received a certificate from M/s. M. C. Bhandari

& Company, Chartered Accountants (Firm Registration No. 303002E) confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

Secretarial Auditor

The Board of Directors has appointed M/s. P.K. Mishra & Associates (Certificate of Practice No.- 16222), Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 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 2023-24.

Business Responsibility & Sustainability Report (BRSR)

A detailed Business Responsibility & Sustainability Report (BRSR) has been prepared. As a green initiative the BRSR is placed on website of your Company and can be accessed at the website of the Company www.polymedicure.com/wp-content/uploads/2023/09/BRSR-1.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.

Particulars of Contracts or Arrangements with Related Parties The

particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain 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.

Corporate Social Responsibility

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 net profits of their immediately preceding three financial years on CSR related activities. Accordingly, the Company was required to spend '' 315.34 lacs towards CSR activities. The Company overall spends '' 315.34 lacs for activities specified in schedule VII of the Companies Act, 2013. 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 http://www.polymedicure.com/wp-content/uploads/2015/03/CSR_Policy_2015.pdf. The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 5 to this Report in the prescribed format.

Vigil Mechanism/ Whistle Blower Policy:

The Company has a "Policy on Whistle Blower and Vigil Mechanism” to deal with instances 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.

Prevention of Sexual Harassment at Workplace

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 confidentiality.

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

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

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to 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.

Particulars of Employees pursuant to Section 197(12)

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

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

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

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

Quality and Certification

At POLYMED, our utmost priority is delivering products that adhere to stringent global quality standards. Our Quality Management system forms the foundation of our commitment to excellence. All our products comply with international standards and regulatory requirements, reflecting our dedication to meeting the highest industry benchmarks.

We strive for continuous learning and improvement and adopt and implement world-class processes to enhance the quality of our offerings. Our products undergo rigorous quality tests, and our

dedicated quality assurance team diligently monitors each stage of the manufacturing process. Additionally, we conduct thorough inspections to ensure that the products meet the standards.

This unwavering focus on quality enables us to provide our customers with products that are reliable, safe, and of the highest quality fulfilling our purpose of "We Care as We Cure”. Our associates are committed to a culture of quality inspired by all our stakeholders.

All our products are manufactured in strict adherence to the current Good Manufacturing Practices (GMP). To ensure compliance with these high-quality standards, we undergo regular internal and external quality audits. These audits verify that our quality systems align with the latest international standards, providing customers with products of superior quality.

Furthermore, our various manufacturing facilities have been certified from esteemed independent external agencies. These certifications include the ISO 9001:2015 for quality management system by DNV GL Business Assurance, EN ISO 13485:2016, and CE Certification by TUV SUD Product Service GmbH, Germany. POLYMED has also been granted USFDA 510K certification for some of its products for sale in the USA market.

Human Resources

Polymed acknowledges the pivotal role its employees play as a key asset, understanding that investing in them directly contributes to creating value for all stakeholders. With the company''s expansion and execution of new projects, recruitment receives significant attention, successfully attracting skilled professionals at various levels.

The Management of Polymed is dedicated to fostering a supportive, nurturing and rewarding work environment. They achieve this through a range of employee engagement programs, empowering individuals to excel in their respective fields. Together, we strive to exceed expectations and make a positive impact in the lives of our stakeholders.

We are committed to maintaining a diverse, healthy and thriving workforce that imbibes our culture of empowerment, innovation, safety and well being. Our associates play a key role in decision making and providing impactful solutions in transformation of the organization.

The Human Resources department organizes training and development programs to continually enhance the skills and knowledge of the employees, ensuring their growth and success within the organization.

Polymed takes immense pride in its diverse talent pool, comprising of approximately 28% female workforce.

Credit Rating CRISIL continue to accordtheCompany, the ratingson the bank facilities of the Company as under:
Long-Term Rating	CRISIL AA-/ Stable
Short Term Rating	CRISIL A1

Global Economic Volatility Risk

We take pride in our extensive geographical presence, which contributes to a diverse revenue mix for our company. Approximately one-third of our revenue is generated within India, reflecting our strong domestic market presence. The remaining two-thirds of our revenue comes from exports, indicating our success in serving international markets and reaching customers across the globe.

However, this exposes us to the uncertainties in the global economic, political, and financial landscape which has the potential to cause significant disruptions in supply chains.

Our procurement of raw materials relies on purchase orders, with suppliers sourced from both domestic and international markets. We maintain adequate stocks of raw materials to ensure continuity in manufacturing processes.

Regulatory Risk

The medical devices industry is one of the highly regulated industries worldwide. Governments and regulatory agencies around the globe impose strict standards and requirements on medical device manufacturers to ensure the safety, efficacy, and quality of medical devices being used by healthcare providers and patients. The regulations for medical devices vary from country to country. Compliance with these regulations is critical to gain and maintain market access and uphold the trust of healthcare professionals and consumers.

The company maintains a robust quality assurance and regulatory control mechanism, which ensures strict compliance at every level of its operations. To stay up-to-date with the latest developments in the regulatory landscape, regular regulatory trainings are organized for employees. These training sessions equip the staff with the necessary knowledge and understanding to adhere to the ever-changing regulations and guidelines in the industry. By prioritizing quality and regulatory compliance, the company demonstrates its commitment to delivering safe and reliable products and services to its customers while meeting all necessary regulatory requirements.

Foreign Exchange Risk

The Company engages in various operational transactions, including anticipated sales, purchases, and borrowings, that are denominated in foreign currencies. As a result, we are exposed to exchange rate fluctuations. Although we don''t have a significant currency risk as we''re an export driven company, however, these fluctuations can have an impact on our financial results and overall performance, and therefore, managing these exposures is crucial to mitigate any potential risks and uncertainties associated with currency fluctuations.

To manage the risks arising from currency, our Company has implemented robust risk management policies, namely the Foreign Exchange Risk Management Policy and the Commodity Risk Management Policy. By adhering to these policies, we actively engage in hedging activities to mitigate the potential impacts of adverse movements in foreign exchange rates and commodity prices.

Through a systematic and well-structured approach, we aim to safeguard our financial position and ensure stability and predictability in our operations.

Corporate Governance

Corporate governance for us is pivotal to drive our growth and development. It acts as catalyst to realise our vision and mission across the organisation and implement set of process and procedures of achieving our goals. Since our inception, we believed in adopting good governance practices for fulfilling our vision and mission. The Corporate Governance Report forms an integral Part of this Report and is set out separately in this Annual Report.

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, 2023 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.

Management Discussion and Analysis Report

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

Listing

The Shares of your Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 202324 have been paid.

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

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

Green Initiatives

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 2023 in electronic form, to the email addresses provided by you and/or made available to the Company by the Depositories. A copy of annual report shall be available on the website of the Company and 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 2022-23 and Notice of the 28th 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.

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company''s operations in future.

Other Disclosures

S 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.

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

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

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

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

Acknowledgements & Appreciation

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 shareholders of the Company for their confidence and trust reposed in the management team of the Company.

For and on behalf of Board of Directors

7^th August, 2023 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director

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Mar 31, 2022

Your Directors take immense pleasure in presenting the 27th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2022.

Financial Results (?In lacs)
Parameters	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations (Net)	87,935.76	74,738.24	92,306.26	78,646.96
Add: Other Income	3,872.87	1,928.82	3,790.25	1,841.50
Total Revenue	91,808.63	76,667.06	96,096.51	80,488.46
Profit before Interest, Tax, Depreciation and Amortization (EBITDA)	25,086.22	22,760.91	25,100.46	23,277.71
Less: Depreciation & Amortization Expenses.	5,254.01	4631.42	5,395.22	4,752.20
Less: Financial Costs	360.70	791.17	425.48	851.18
Profit Before Tax (PBT)	19,471.51	17,338.32	19,279.76	17,674.33
Add: Share of Profit from Associates			244.73	331.07
Profit Before Tax (after Share of Profit from Associates)	19,471.51	17,338.32	19,524.49	18,005.40
Less: Tax provision	4,869.80	4,387.15	4,873.89	4,417.96
Profit after Tax	14,601.71	12,951.17	14,650.60	13,587.44
Add: Balance brought forward	30,158.41	19,707.24	30,416.53	19,498.98
Profit available for appropriation	44,760.12	32,658.41	45,067.13	33,086.42

Briefly, during the year under report, the Company''s consolidated total income increased to ?96,096.51 lacs from ?80,488.46 lacs in the previous year, registering a growth of 19.39%. EBIDTA improved to ?25,100.46 lacs as from ?23,277.71 lacs in the previous year which translates into a rise of 7.83%. Profit before Tax (PBT) is ?19,279.76 lacs as against ?17,674.33 lacs in previous year which translates into a rise of 9.08%.

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

Share Capital

During the year under report, the paid-up share capital of your Company has been increased by '' 98,875 due to the allotment of 19,775 equity shares of '' 5 each on exercise of stock options by the eligible employees under the Employee Stock Options Scheme, 2016.

ESOP issuance

The Company has framed an ESOP Scheme 2016 for the benefit of its employees under which it has issued 19,775 equity shares. 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) Regulations, 2014.

Dividend

In keeping with the Company''s tradition of rewarding the Shareholders, your directors are pleased to recommend a dividend of '' 2.50/- per equity share of the face value of ''5/- each for the financial year ended on 31^st March, 2022. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The final dividend on equity shares, if approved by the members would involve a cash outflow of '' 2,397.50 lacs. 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 www.polvmedicure.com.

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.

Subsidiaries and Associate

The subsidiary companies performed as follows:

• Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of ^1,536.69 lacs for the year ending 31^st March, 2022 against ^ 1,512.60 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

^ 3,392.22 lacs for the year ending 31st December, 2021 against ^2,812 lacs in the previous year. The Performance during the year was impacted due to CoVID-19 pandemic in Italy and other European Countries.

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

• Poly Health Medical Inc.,(USA), a step-down Subsidiary- 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 ^9,392.19 lacs during the year ending 31^st December 2021, as compared to ^11,166.02 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

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

During the Year under review, the Company has transferred '' 81,740 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 2013-14 which remained unclaimed by the shareholders of the Company for a period of seven years from due date of payment.

Directors and Key Managerial Personnel

In view of the provisions of the Companies Act, 2013, Mr. J. K. Baid 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 six 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 (appointed w.e.f. 24^th May, 2022).

Board Evaluation

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, Board structure, 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, adequacy of Committee 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.

Secretarial Standards

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

Directors'' Responsibility Statement

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

a) in the preparation of the annual accounts, 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.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the regulation 34 (2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015, a cash flow statement is part of the Annual Report 2021 - 2022. Further, the Consolidated Financial Statements of the Company for the financial year 2021 - 2022 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Financial Statements have been prepared on the basis

of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

Policy on Directors'' Appointment and Remuneration

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

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

Annual Return

In terms of Section 93(3) of the Companies Act, 2013, as amended the Annual Return of the Company is placed on the website of the Company www.polymedicure.com

Auditors and Auditors'' Report

Statutory Auditors

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.

Your Company has received a certificate from M/s. M. C. Bhandari & Company, Chartered Accountants (Firm Registration No. 303002E) confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and also a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

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

Cost Auditor

The Board had appointed M/s. Jai Prakash & Co., Cost Accountants as Cost Auditor for the financial year 2021-22. 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 2022-23 and approval of the members is being sought for ratification of their remuneration.

Secretarial Auditor

The Board of Directors have appointed M/s. PK. Mishra & Associates (Certificate of Practice No.- 16222), Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended 31^st March, 2022 is annexed this Report as Annexure - 2.

The Board of Director has appointed M/s. PK. Mishra & Associates, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2022-23.

Business Responsibility Report

A detailed Business Responsibility (BRR) is prepared. As a green initiative the BRR is placed on website of your Company and can be accessed at the website of the Company www.polymedicure.com

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.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC - 2 in Annexure - 4 and form part of this Report.

Fixed Deposits

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

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having a net worth of '' 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 net profits of their immediately preceding three financial years on CSR related activities. Accordingly, the Company was required to spend '' 263.16 lacs towards CSR activities. The Company overall spends '' 264.94 lacs for activities specified in schedule VII of the Companies Act, 2013. 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 http://www. polymedicure.com/wp-content/uploads/2015/03/CSR_Policy_2015. pdf. The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 5 to this Report in the prescribed format.

Vigil Mechanism/ Whistle Blower Policy:

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

Prevention of Sexual Harassment at Workplace

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 confidentiality.

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

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

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to 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.

Particulars of Employees pursuant to Section 197(12)

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

Quality and Certification

POLYMED delivers products confirming to strict global quality standards, which is core to our Quality Management system. The products comply with international standard and regulatory requirements. The Company is committed to continuous improvements and implementation of world class processes. 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 certified by independent and reputed external agencies. These certifications include quality management system ISO 9001: 2015 by DNV GL Business Assurance, EN ISO 13485:2016 and CE Certification by TUV SUD Product Service GmbH, Germany. Some of our plants are also certified for Medical Device Single Audit Program (MDSAP) for USA, CANADA and BRAZIL, and also for ISO 14001 for Environmental Management System (EMS).

Human Resources

Polymed aims to create sustainable value for its stakeholders with 3Ps-People, Planet, and Profits. 3Ps unites us together and help us achieve long-term success and relevance in line with our core values. We acquire, develop, and retain the best talent by offering a stimulating environment and value-oriented leadership. Lifelong learning and digital upskilling help our employees stay engaged and motivate them to use their skills to contribute to the company''s success.

COVID-19 pandemic pressed us to engage digitally with our community, both internally and externally. Instead of face - to - face meetings with employees, customers and partners, we use videoconferencing and webinars. These save us time and efforts while letting even more people participate.

We foster an inclusive culture where all talent from diverse backgrounds can work together, sharing perspectives and capabilities, and delivering their best to forward the business. We are proud of our 46% female workforce.

We have been using these virtual avenues to build online learning events and impart knowledge and skills to healthcare professionals with varying backgrounds. We will keep investing in our digital transformation, even post-COVID, to maintain our edge and continue our operations.

Credit Rating

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

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

Global Economic Volatility Risk

Global economic, political and financial uncertainty have caused significant supply chain disruption and currency volatility. This has also led to increase in inflation and increase in commodity prices.

We procure our raw materials from both domestic and international suppliers based on purchase orders. Increased crude oil prices have impacted raw material prices and transportation costs, which has resulted in decrease in our margins.

European Union contributes to approximately one-third of our revenue and any geo-political issue in this region can impact our business.

Regulatory Risk

Polymed''s products and manufacturing processes are subject to extensive and rigorous regulation by authorities across geographies. Global regulatory environment will continue to evolve. Failure to comply with regulatory requirements could have a materially adverse effect on the company''s business and financial condition.

Foreign Exchange Risk

The Financial Year 2021-22 witnessed a sharp rise in prices of all the commodities with major increase in chemical prices, packing material prices, fuel prices and plastic raw material prices on account of supply disruption due to lock downs and sharp recovery thereafter. Despite these increases, your Company stayed focused on cost reduction through measures like negotiation with suppliers, increasing indigenous procurement, improved productivity etc. Your Company continues to monitor the market situation closely and continues to focus on mitigating these costs.

The Company''s exposure to currency risk relates primarily to the Company''s operating activities including anticipated sales, purchases and borrowings where the transactions are denominated in a currency other than the Company''s functional currency. Hedging of currencies and commodities are being governed in accordance with the Foreign Exchange Risk Management Policy and Commodity Risk Management Policy, approved by the Board of Directors of your Company.

Corporate Governance

Corporate governance for us is pivotal to drive our growth and development. It acts as catalyst to realise our vision and mission across the organisation and implement set of process and procedures of achieving our goals. Since our inception, we believed in adopting good governance practices for fulfilling our vision and mission. The Corporate Governance Report forms an integral Part of this Report and is set out separately in this Annual Report.

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, 2022 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.

Management Discussion and Analysis Report

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

Listing

The Shares of your Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 202223 have been paid.

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

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

Green Initiatives

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 2022 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 and 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 2021-22 and Notice of the 27^th Annual General Meeting would be sent to all members whose email addresses are registered with the Company/Depository Participant(s).

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company''s operations in future.

Acknowledgements & Appreciation

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.

For and on behalf of Board of Directors

4^th August, 2022 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director

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Mar 31, 2018

The Directors take immense pleasure in presenting the 23rd Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2018.

Financial Results (Rs. In lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations (Net)	50,969.93	44,635.32	52,167.79	46,186.10
Add: Other Income	1,436.95	1,335.46	1,437.58	1,335.50
Total Revenue	52,406.88	45,970.78	53,605.37	47,521.60
Profit before Finance Cost, Tax and Depreciation (EBITD)	13,425.76	10,571.18	13,472.00	10,507.02
Less: Depreciation Expenses	2,840.66	2,295.51	2,924.40	2,372.55
Less: Financial Costs	949.51	649.38	996.48	674.29
Profit Before Tax (PBT)	9,635.59	7,626.29	9,551.12	7,460.18
Less: Tax provision	2,615.76	2,006.36	2,615.76	2,006.36
Profit after Tax	7,019.83	5,619.93	6,935.36	5,453.82
Add: Share of Profit from Associates	-	-	124.03	58.71
Net Profit for the Year	7,019.83	5,619.93	7,059.39	5,512.53
Add: Balance brought forward	11,314,24	9,521.66	11,361.73	9,676.55
Profit available for appropriation	18,334.07	15,141.59	18,421.12	15,189.08

Briefly, during the year under report, the Company’s consolidated total income increased to Rs.53,605.37 lacs from Rs.47,521.60 lacs in the previous year, registering a growth of 12.80%. EBIDT improved to Rs.13,472.00 lacs from Rs.10,507.02 lacs in the previous year which translates into a rise of 28.22 %. Profit before Tax (PBT) is Rs.9,551.12 lacs as against Rs.7,460.18 lacs in previous year which translates into a rise of 28.03 %.

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

Share Capital

During the year under report no further capital was issued.

Dividend

In keeping with the Company’s tradition of rewarding the Shareholders, your directors are happy to recommend a dividend of Rs.2/- per equity share of the face value of Rs.5/- each for the financial year ended on 31^st March, 2018. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.2127.24 lacs including dividend tax. 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.

Transfer to Reserves

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

Subsidiaries and Associate

The subsidiary companies performed as follows:

- Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of Rs.1,421.71 lacs for the year ending 31^st March, 2018 against Rs.1,550.77 lacs in the previous year. The Performance during the year was impacted due to low order book.

- US Safety Syringes Co., LLC, USA - The business operation in the Company has been shut down and the process for winding up the Company is in progress.

- Poly Medicure B.V., Amsterdam, Netherlands - During the year under review the Company has incorporated a 100% subsidiary company in Amsterdam, Netherlands in the name of Poly Medicure B.V. for global operations, further it will be used for expanding business organically and inorganically.

The Company has one Associate in Egypt, viz.

Ultra for Medical Products Company (ULTRA MED), Egypt - The Associate has achieved sales of Rs.6,183.26 lacs during the year end December 2017, against Rs.3,284.36 lacs in the previous year.

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

During the Year under review, the Company has transferred Rs.89,385 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 2009-10 which remained unclaimed by the shareholders of the Company for a period of seven years from due date of payment.

Directors and Key Managerial Personnel

In view of the provisions of the Companies Act, 2013, Shri Jugal Kishore Baid 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 four 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 J.K. Oswal, Chief Financial Officer and Shri Avinash Chandra, Company Secretary.

Board Evaluation

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, Board structure, 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, adequacy of Committee 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.

Secretarial Standards

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

Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts, 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.

Policy on Directors’ Appointment and Remuneration

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

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

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT-9 forms part of the Board’ Report and is annexed herewith as Annexure-2.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

At the 19^th Annual General Meeting held on September 23, 2014 M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No.- 000561N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 24^th Annual General Meeting of the Company to be held in the year 2019. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No.- 000561N), as Statutory Auditors of the Company, is being placed for ratification by the shareholders at the ensuing Annual General Meeting.

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

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.

Cost Auditor

The Board had appointed M/s. Jai Prakash & Co., Cost Accountants as Cost Auditor for the financial year 2017-18. M/s. Jai Prakash & Co., Cost Accountants have been reappointed as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2018-19 and approval of the members is being sought for ratification of their remuneration.

Secretarial Auditor

The Board of Directors have appointed M/s. B.K. Sethi & Company, (Certificate of Practice No.- 913), Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed this Report as Annexure - 3.

The Board of Director have appointed M/s. B.K. Sethi & Company, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2018-19.

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 - 4 and forms part of the Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC - 2 in Annexure - 5 and form part of this Report.

Fixed Deposits

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

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having a net worth of Rs.500 Crore or more, or a turnover of Rs.1,000 Crore or more or a net profit of Rs.5 Crore or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such Companies are required to spend at least 2% of the average net profits of their immediately preceding three financial years on CSR related activities. Accordingly, the Company was required to spend Rs.223.61 lacs towards CSR activities out of which Rs.183.59 lacs were utilized for activities specified in schedule VII of the Companies Act, 2013. 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 http:// www.polymedicure.com/wp-content/uploads/2015/03/ CSR_Policy_2015.pdf. The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 6 to this Report in the prescribed format.

The Company has spent Rs.489.91 lacs out of the referred spent of Rs.449.89 lacs in CSR activities in last 4 years. However, Rs.40.02 lacs are unspent and the CSR Committee has decided to carry forward the unspent amount to next year CSR budget. The Company has initiated many projects and activities under CSR initiative and most of them will reach maturity stage in current year and next year. The Company will spend all available funds for CSR activities.

Prevention of Sexual Harassment at Workplace

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment at work place and the Company has also Constituted the Internal Complaint Committee in compliance with the requirement of the Act. The Company has not received any Complaints on Sexual Harassment during the year.

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

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, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has a well-placed, proper and adequate internal financial control system which ensures the orderly and efficient conduct of its business, safeguarding and protecting of all assets and all the transactions are authorised recorded and reported correctly.

Particulars of Employees pursuant to Section 197(12)

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure-7.

Quality

The strengths of POLYMED lie in its know-how and perfected technologies. We create user-friendly products by combining the new technologies with the tried-and-tested approach. Two factors are of outright importance here: safety and quality. We place the strictest demands on the reliability of our products and services. Quality assurance is therefore a firm component of our activities in all areas. Every product runs through a multitude of tests before it is ready for the market. In this way we are able to offer consistent high level of quality to our worldwide customers.

The Company have adopted several significant external benchmarks and certifications. The Company has been accredited with the International Quality Certifications and successfully implemented a well documented QMS (Quality Management System) which has been certified by DNV GL NemkoPresafe AS, Norway for ISO-13485:2016, EN ISO 13485:2016 and CE mark (Product Certification) as per European Medical Device Directive MDD/93/42/EEC thus making the entire product range compliant with International Quality Standards.

Credit Rating

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

Long-Term Rating CRISIL A / Stable

Short Term Rating CRISIL A1

Foreign Currency Exposure

As a major share of Company’s revenue is earned in foreign currencies while substantial expenditure is made in Indian Currency, the Company is obviously exposed to foreign currency Fluctuation risks.

The Board has increased the limit for Forex Exposure hedging as per the Foreign Risk Management and Hedging Policy of the Company. The increased limit of hedging for Forex exposure transactions are maximum of 75% of total Net Forex Exposure (NFE) during the currency period of the Contract.

The Company has designed a review and control mechanism to minimize/mitigate the risk which is reviewed periodically. Foreign currency exposures are managed through Foreign Risk Management and Hedging policy. The policy is reviewed periodically to ensure that the risk from fluctuating currency exchange is appropriately managed.

Corporate Governance

Your Company always strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that Good Corporate Governance is the basis of sustainable growth of the business and for enhancement of Stakeholders’ value. The Corporate Governance Report forms an integral Part of this Report and is set out separately in this Annual Report.

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, 2018 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the provision of Regulation 34 of the Listing Regulation is provided in Annexure-8 forming part of Directors’ Report.

Listing

The Shares of your Company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 2018-19 have been paid.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure - 9 and forming an integral part of this Report.

Green Initiatives

To take part in Green Initiative in the Corporate Governance, 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 2018 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 also be available on the website of the Company and 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 2017-18 and Notice of the 23^rd 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.

Acknowledgements & Appreciation

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers, investors and all other stakeholders. Our consistent growth was made possible due to their hard work, solidarity, cooperation and support.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation, support and look forward to their continued support in the future.

Your Directors acknowledge with gratitude, the encouragement and support extended by all our valued shareholders.

For and on behalf of Board of Directors

1^st August, 2018 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director

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Mar 31, 2017

The Directors take immense pleasure in presenting the 22nd Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2017.

Financial Results (Rs. In lacs)

Parameters	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from Operations (Net)	43,978.19	39,447.84	45,528.96	41,225.72
Add: Other Income	1,111.15	838.50	1,108.89	826.59
Total Revenue	45,089.34	40,286.34	46,637.85	42,052.31
Profit before Interest, Tax, Depreciation and Amortization (EBITDA)	10,329.50	9,284.65	10,263.04	9,404.19
Less: Depreciation & Amortization Expenses.	2,291.92	2,018.79	2,368.96	2,102.89
Less: Financial Costs	700.54	778.24	723.16	797.14
Profit Before Tax (PBT)	7,337.04	6,487.62	7,170.92	6,504.16
Less: Tax provision	1,997.70	1,756.87	1,997.70	1,756.87
Profit after Tax for the Year	5,339.34	4,730.75	5,173.22	4,747.29
Add: Share of Profit from Associates	0.00	0.00	58.71	79.50
Net Profit for the Year	5,339.34	4,730.75	5,231.93	4,826.79
Total amount available for appropriation	14,628.37	12,875.59	14,675.82	13,030.45
Less: Appropriations	1,592.82	1,586.56	1,592.82	1,586.56
Less: Amount transferred to General Reserve	2,500.00	2,000.00	2,500.00	2,000.00
Surplus carried to Balance Sheet	10,535.55	9,289.03	10,583.00	9,443.89
Earnings per Share (EPS in Rs.) (Face Value Rs.5 each) Basic	12.10	10.72	11.86	10.94
Diluted	12.10	10.72	11.86	10.94

Briefly, during the year under report, the Company’s total income increased to Rs.46,637.85 lacs from Rs.42,052.31 lacs in the previous year, registering a growth of 10.90%. EBITDA improved to Rs.10,263.04 lacs as from Rs.9,404.19 lacs in the preceding year which translates into a rise of 9.13 %. Profit before Tax (PBT) is Rs.7,170.92 lacs as against Rs.6,504.16 lacs in previous year.

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

Share Capital

During the year under report, the Company has issued 4,41,13,440 fully paid-up bonus shares amounting Rs.22,05,67,200 of face value Rs.5 each to the shareholders of the Company in proportion of one equity share for every one equity share held by the members of the Company.

Dividend

The Board in its meeting held on 9^th November, 2016 and 6^th February, 2017 declared an interim dividend of Rs.1.00 each per equity share, further the Board in its meeting held on 10th May, 2017 has recommended a final dividend of Rs.0.50 per equity share for the financial year ended on 31st March, 2017. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.530.94 lacs including dividend tax. The total dividend on equity shares including dividend tax for the F.Y. 2016-17 would aggregate Rs.1,592.82 lacs. 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.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs.2,500.00 lacs to General Reserves out of the amount available and carry the balance of Rs.10,535.55 lacs to the Balance Sheet.

Subsidiaries and Associate

The subsidiary companies performed as follows:

- Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of Rs.1,570.77 lacs for the year ending March, 2017 against Rs.1,777.88 lacs in the previous year ending March, 2016. The Performance during the year was impacted by high labour costs and lower utilization of machinery.

- US Safety Syringes Co., LLC, USA - The business operation in the Company has been shut down and the process for winding up the Company has been initiated.

The Company has one Associate in Egypt, viz.

Ultra for Medical Products, Egypt - The Associate has achieved sales of Rs.3,569.48 lacs during the year ending December 2016, against Rs.5,458.63 lacs in the previous year ending December 2015. The Sales of the Company increased in local currency terms but viz a viz USD/INR that sales decreased due to steep devaluation of EGP viz a viz major world currencies.

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

During the Year under review, the Company has transferred Rs.46,403, 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 year 2008-09 which remained unclaimed by the shareholders of the Company for a period of seven years from due date of payment.

Directors and Key Managerial Personnel

In view of the provisions of the Companies Act, 2013, Shri Himanshu Baid is liable to retire by rotation at the ensuing Annual General Meeting, and he offers himself for reappointment. 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 four 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 thereunder 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 J.K. Oswal, Chief Financial Officer and Shri Avinash Chandra, Company Secretary.

Shri Neeraj Raghuvanshi has joined as Chief Operating Officer (COO) of the Company w.e.f. 2^nd June, 2017 and Shri Amitabh Sagar has joined as Chief Human Resource Officer (CHRO) w.e.f. 24^th July , 2017.

Board Evaluation

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, Board structure, 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, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors were 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.

Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts, 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.

Policy on Directors’ Appointment and Remuneration

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

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - 1 and forms part of this Report.

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT-9 forms part of the Board’ Report and is annexed herewith as Annexure-2.

Auditors and Auditors’ Report

Statutory Auditors

At the 19th Annual General Meeting held on September 23, 2014 M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No.- 000561N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 24th Annual General Meeting of the Company to be held in the year 2019. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No.-000561N), as Statutory Auditors of the Company, is being placed for ratification by the shareholders at the ensuing Annual General Meeting.

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

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.

Cost Auditor

The Board of Directors have appointed M/s. Jai Prakash & Co., Cost Accountants as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2017-18.

Secretarial Auditor

The Board of Directors have appointed M/s. B.K. Sethi & Company, (Certificate of Practice No.- 913), Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed this Report as Annexure - 3.

The Board of Director have appointed M/s. B.K. Sethi & Company, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2017-18.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report (BRR) is prepared. As a green initiative the BRR is placed on website of your Company and can be accessed at the website of the Company www.polymedicure.com.

Particulars of Loans, Guarantees or Investments under Section 186

The Particulars of Loans, Investments and guarantees made/ given by the Company, under Section 186 are furnished in Annexure - 4 and forms part of the Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC - 2 in Annexure - 5 and form part of this Report.

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 73/76 of the Companies Act, 2013, and as such, no amount of Principal or interest was outstanding as on the date of the Balance Sheet.

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having a net worth of Rs.500 Crore or more, or a turnover of Rs.1,000 Crore or more or a net profit of Rs.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 atleast 2% of the average net profits of their immediately preceding three financial years on CSR related activities. Accordingly, the Company was required to spend Rs.140.19 lacs towards CSR activities out of which Rs.116.61 lacs was utilized for activities specified in schedule VII of the Companies Act, 2013. 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 http://www.polymedicure.com/wp-content/ uploads/2015/03/CSR_Policy_2015.pdf. The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 6 to this Report in the prescribed format.

The Company has spent Rs.266.30 lacs out of the referred spent of Rs.343.92 lacs in CSR activities in last 3 years. However Rs.77.62 lacs is unspent and the CSR Committee has decided to carry forward the unspent amount to next year CSR budget. The Company has initiated many projects and activities under CSR initiative and most of them will reach maturity stage in current year and next year. The Company will spend all available funds for CSR activities.

Details In Respect of Adequacy of Internal financial controls with reference to the financial statements

The Finance & Accounts Department of the Company have certified the existence of various controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal.

Further, the testing of such controls is also carried out by the Statutory Auditors from time to time during the course of their audit of the records of the Company.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

Details pursuant to Section 197(12) of the Companies Act, 2013

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-7.

Quality

The strengths of POLYMED lie in its know-how and perfected technologies. We create user-friendly products by combining the new with the tried-and-tested. Two factors are of outright importance here: safety and quality. We place the strictest demands on the reliability of our products and services. Quality assurance is therefore a firm component of our activities in all areas. Every product runs through a multitude of tests before it is ready for the market. In this way we are able to offer a constant high level of quality to our worldwide customers.

The Company has adopted several significant external benchmarks and certifications. The Company has been accredited with the International Quality Certifications and successfully implemented a well documented QMS (Quality Management System) which has been certified by Det Norske Veritas As (DNV GL) ISO 9001:2008, IS0-13485:2003, EN ISO 13485:2012 and CE mark (Product Certification) thus making the entire product range compliant with International Quality Standards.

Credit Rating

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

Long-Term Rating CRISIL A / Stable

Short Term Rating CRISIL A1

Foreign Currency Exposure

As a major share of Company’s revenue is earned in foreign currencies while substantial expenditure is made in Indian Currency, the Company is obviously exposed to foreign currency Fluctuation risks.

The Board has also increased the limit for hedging the Forex Exposure as per the Hedging Policy of the Company. The Board increased the hedging of the Forex exposure transaction(s) upto 15 months, subject to the maximum of 75% of total Net Forex Exposure (NFE) during the currency period of the Contract.

The Company has designed a review and control mechanism to minimize/mitigate the risk which is reviewed periodically. Foreign currency exposures are managed through Foreign Risk Management and Hedging policy. The policy is reviewed periodically to ensure that the risk from fluctuating currency exchange is appropriately managed.

Corporate Governance

Your Company always strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that Good Corporate Governance is the basis of sustainable growth of the business and for enhancement of Stakeholders’ value. The Corporate Governance Report forms an integral Part of this Report and is set out separately in this Annual Report. All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct as applicable to them for the year ending on 31st March, 2017 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.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchanges is provided in “Annexure-8” forming part of Directors’ Report.

Listing

The Shares of your Company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 2017-18 have been paid.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in “Annexure 9” and forming an integral part of this Report.

Green Initiatives

To take part in Green Initiative in the Corporate Governance, we propose to send documents such as Notices of General Meeting(s), Financial Statements, Annual Reports and other shareholders communications for the year ended 31st March 2017 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 and 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 2016-17 and Notice of the 22nd 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 Annual Report 2017 and the Notice of the 22nd Annual General Meeting would be sent in the permitted mode.

Acknowledgements & Appreciation

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company’s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

For and on behalf of Board

12th August, 2017 D. R. Mehta Himanshu Baid

New Delhi Chairman Managing Director

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Mar 31, 2014

Dear Members,

The Directors take immense pleasure in presenting their 19th Annual Report on the business and operations of your Company along with the Audited Statements of Accounts and financial performance for the year ending March, 2014. You will be happy to know that your Company continues to maintain steady growth in its operational and financial achievements which are reflected by the financial indicators during the Financial Year under report.

Financial Performance

(Rs. in Lacs)

Parameters F.Y. 2013-14 F.Y. 2012-13

Revenue from 31,233.32 25,223.79 Operations (Net)

Add: Other Income 106.20 36.76

Total Revenue 31,339.52 25,260.55

Profit before Interest, Tax, Depreciation and 7,369.56 5,152.02 Amortization (EBITDA)

Depreciation & 3,351.06 1,182.06 Amortization Expenses.

Finance Cost 794.87 589.78

Exceptional Items (991.46) -

Profit Before Tax (PbT) 6,215.09 3,380.18

Tax Provision 1,911.88 977.26

Profit After Tax 4,303.21 2,402.92

Total amount available 8,004.12 5,216.27 for appropriation

Proposed Dividend 881.33 440.50

Dividend Tax 149.78 74.86

Amount transferred to 1500.00 1,000.00 General Reserve

Surplus carried to 5,473.01 3,700.91 Balance Sheet

Earnings per Share (EPS in Rs.) Basic 19.53 10.91

Diluted 19.51 10.90

Briefly, during the year under report, the company''s total income increased to Rs. 31,339.52 lacs from Rs. 25,260.55 lacs in the previous year, registering a growth of 24.06%. EBIDTA improved to Rs. 7,369.56 lacs as against Rs. 5,152.02 lacs in the preceding year which translates into a rise of 43.04%. Profit before Tax (PBT) stood at Rs. 6,215.09 lacs up by 83.87% from Rs. 3,380.18 lacs in the previous year.

Commencement of Commercial Production in New Unit

Your directors are delighted to report that Your Company''s new unit situated at Mahindra World City (Jaipur) Ltd., which is a SEZ area, has started commercial production, for the manufacture of Medical Devices with effect from the 23rd May, 2014. The Directors do feel confident that it would be able to achieve the expected capacity utilization of 50% during the current year itself.

Development of New Products

You will be happy to know that the Company is paying special attention to R&D (Research & Development) and has engaged dedicated technical staff and facilities for the development of new products, improvement of existing ones, improving manufacturing processes and practices. The Company has spent a total of Rs. 690.49 lacs in R&D in the year under review.

Subsidiaries and Joint Ventures/Associates

Briefly, the subsidiary companies performed as follows:

1 Poly Medicure (Laiyang) Co. Ltd, China - The Company has achieved a turnover of Rs. 951.50 lacs for the year ending March, 2014 against Rs. 751.84 lacs in the previous year ending March, 2013.

2 US Safety Syringes Co., LLC, USA - The subsidiary company could not do any business activities during the year under review because of non-viability of the project.

The Company has one Joint Venture in Egypt, viz.

1 Ultra for Medical Products, Egypt - The Joint Venture is performing well and has achieved sales of Rs. 3,930.91 lacs during the year against Rs. 3,499.45 lacs in the previous year ending December 2012.

Dividend

In keeping with the Company''s tradition of rewarding the Shareholders, your directors are very happy to recommend a dividend @ Rs. 4.00 per Equity Share of the face value of Rs. 10/- each. The dividend, if approved at the ensuing Annual General Meeting, will be paid to members whose names appear in the Register of Members in respect of shares held in dematerialized form, the dividend will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited to the eligible shareholders on book closure date.

The dividend would involve an outflow of Rs. 881.33 lacs towards dividend and Rs. 149.78 lacs towards dividend distribution tax, resulting in a total outflow of Rs. 1,031.11 lacs.

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

During the Year under review, the Company has transferred Rs. 225,820, 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 year 2005-06 which remained unclaimed by the shareholders of the Company for a period exceeding seven years from its due date of payment.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs. 1,500.00 lacs to General Reserves out of the amount available after appropriations and balance of Rs. 5,473.01 lacs is being carried to the Balance Sheet.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011, has provided an exemption to companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the Financial Statements of the subsidiary Companies. The audited annual accounts and related information of subsidiary companies will be made available on a request of the Shareholders. These documents will also be available for inspection during the business hours at Registered Office of your Company.

Fixed Deposits

Your Company has not accepted/or invited any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of Principal or interest was outstanding as on the date of Balance Sheet.

Quality

The Company continues its journey of delivering value to its customers. It adopted several significant external benchmarks and certifications. Poly Medicure is certified under various standards to meet the clients'' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications. (ISO) successfully implemented a well-documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, ISO-13485:2003 and CE mark (Product Certification) from (Det Norske Veritas) as DNV, Norway thus making the entire product range compliant with International Quality Standards.

Credit Rating

The credit rating agency, CRISIL has reaffirmed the rating as A/stable for fund based facilities and A1 for non-fund based facilities. The credit rating as assigned reflect the company''s financial discipline and prudence.

Foreign Currency Exposure

As a major share of Company''s revenue is earned in foreign currencies whereas major share of expenditure is made in Indian Currency, hence, the Company is obviously exposed to foreign currency Fluctuation risks.

The Company has designed a review and control mechanism to minimise the risk which is reviewed periodically. Foreign currency exposures are managed through Foreign Risk Management and Hedging policy. The policy is reviewed periodically to ensure that the risk from fluctuating currency exchange is appropriately managed.

Cost Auditor

Pursuant to the Circular issued by the Ministry of Corporate Affairs vide circular, F. No. 52/26/cab-2010 dated 06th November, 2012, Company is required to comply with Cost Audit for the Financial Year 2014-15. Accordingly, Cost Auditor viz. M/s Jai Prakash & Co. (Cost Accountants) have been appointed to carry out the Cost Audit of the Company for the Financial Year 2014-15.

Auditors and Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made there under, the current Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, (Reg. No. 000561N) are eligible to hold office for a period of Five years, up to Financial Year 2018-19. Since, the Auditors have been giving efficient services, it is proposed that M/s Doogar & Associates, Chartered Accountants, (Reg. No. 000561N) be re- appointed as Auditors for a period of Five Years from the conclusion of this Annual General Meeting till the conclusion of 24th Annual General Meeting with their remuneration for the Financial Year 2014-15, be determined by the Shareholders.

Secretarial Audit Report

As measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the Financial Year ended 31st March, 2014, is annexed to the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, The Securities Contract (Regulations) Depositories Act, 1996, Listing Agreement with Stock Exchange(s), Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Options Scheme

The Compensation Committee in its meeting dated 31st July, 2013, amended the Employee Stock Option Scheme, to further grant 16,730 Options to the existing Optionees of the Company.

Pursuant to the provisions of the Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of Stock Options as on March, 2014 under the amended Employee Stock Option Scheme, 2011 are set out as Annexure - I.

Listing

The Shares of your Company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE) Mumbai. The Listing fees to the Stock Exchanges for the year 2014-15 have been paid.

Directors

In view of the provisions of the Companies Act, 2013, Shri Jugal Kishore Baid 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 Clause 49 of the Listing Agreement, 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 already five Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement. The Board in its meeting held on 30th July, 2014 recommended the appointment of existing Independent Directors namely, Shri Devendra Raj Mehta, Dr. Sohan Raj Mohnot, Shri Prakash Chand Surana, Shri Yeshwant Singh Choudhary and Dr. Shailendra Raj Mehta under Section 149 of the Companies Act, 2013 and Clause 49 of Listing Agreement, as ''Independent Directors'' subject to the approval of the Members.

Necessary details in respect of the directors is 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 stating that they meet the criteria of Independence specified in the Act and the Rules made there under as also under new Clause 49 of the Listing Agreement.

Allotment of Shares under Employee Stock Option Plan (ESOP, 2011)

During the year, the Company had allotted 8,211 Equity Shares of Rs. 10/- on 13th October, 2013, pursuant to Employee Stock Option Scheme, 2011. Accordingly, the Paid up Capital of the Company has been increased from Rs. 22,02,50, 000 to 22,03,32,110.

Corporate Social Responsibility

The Companies Act, 2013 notified Section 135 of the Act concerning Corporate Social Responsibility along with the Rules there under and revised Schedule VII to the Act on 27th February, 2014 to come into effect from 01st April, 2014.

As the Company is, covered under the provisions of the said section, it is necessary to take initial steps in this regard. A committee of the directors, titled "Corporate Social Responsibility Committee" has been constituted by the Board in its meeting held on 15th May, 2014, consisting of the following members:

Shri Devendra Raj Mehta Chairman

Dr. Sohan Raj Mohnot Member

Shri Jugal Kishore Baid Member

The said section being enacted is effective from 01st April, 2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Report for the year 2014-15.

Industrial Relations/ Human Resources Management

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under Report. Your Company firmly believes that a dedicated hard workforce constitutes the primary resource for sustainable competitive advantage. Accordingly, Human resource development continues to receive focused attention of the Management. Your directors wish to place on record their sincere appreciation for the dedicated and commendable services rendered by the employees of your Company.

Corporate Governance

Your Company always strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that Good Corporate Governance is the basis of sustainable growth of the business and for enhancement of Stakeholders'' value. The Corporate Governance and Management Discussion Analysis Report form an integral Part of this Report and are set out separate in sections in this Annual Report.

The Report on Corporate Governance along with certificate from M/s B.K. Sethi & Co., Practicing Company Secretaries confirming compliance of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct as applicable to them for the year ending on 31st March, 2014. A declaration to this effect as signed by Shri Himanshu Baid, Managing Director, is annexed to this Report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Appropriate accounting policies have been selected and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts of the Company have been prepared on a "going concern basis".

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchanges is forming part of Directors'' Report, as per Annexure - II.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure III" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure IV".

Acknowledgements & Appreciation

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees, which contributed to the continuous growth and excellent performance of the Company.

Yours Directors wish to acknowledge the valuable cooperation extended to the Company by the Central Government, State Government, Joint Ventures Partners, Banks, Institutions, Investors and customers. The Directors look forward to continued co-operation for the future.

For and on behalf of the Board of Directors

30th July, 2014 D.R. Mehta Himanshu Baid New Delhi Chairman Managing Director

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Mar 31, 2013

The Directors take a pleasure in presenting their Eighteenth Annual Report on the business and operations of your Company along with the Audited Statements of accounts and financial performance for the year ended on 31st March, 2013. You will be pleased to know that your Company continues to maintain steady growth in its operating and financial performance during the Financial Year 2012-13.

Financial Performance

(Rs. in Lacs) Parameters F.Y. 2012-13 F.Y. 2011-12

Revenue from Operations 25,223.79 20,891.86

(Net)

Add: Other Income 36.76 61.95

Total Revenue 25,260.55 20,953.81

Profit before Interest, Tax,

Depreciation and 5,152.02 4,577.28

Amortisation (EBITDA)

Depreciation & Amortisation 1,182.06 995.52

Expenses.

Finance Cost 589.78 693.36

Profit Before Tax 3,380.18 2,888.40

Tax Expense 977.26 962.44

Profit for the Year 2,402.92 1,925.96

Total amount available for 5,216.27 4,197.33 appropriation

Proposed Dividend 440.50 330.38

Dividend Tax 74.86 53.60

Amount transferred to 1,000.00 1,000.00

General Reserve

Surplus carried to Balance 3,700.91 2,813.35 Sheet

During the year under report, total income increased to Rs. 25,260.55 lacs from Rs. 20,953.81 lacs in the previous year, registering a growth of 20.55%. EBIDTA amounted to Rs. 5,152.02 lacs as against Rs. 4577.28 lacs in the preceding year which translates into a expansion of 12.56%. Profit Before Tax (PBT) stood at Rs. 3,380.18 lacs up by 17.03% from Rs. 2,888.40 lacs in the previous year.

Setting up another Manufacturing Plant at Jaipur

In view of the growing demand for the Company''s products, the Company has taken necessary action for implementation of the new project at Jaipur (Rajasthan). The total cost of this project is Rs. 38 cr approx., which is proposed to be funded by Term Loan of Rs. 21 cr. and balance of Rs. 17 cr. through Internal accruals.

Development of New Products

The Company is paying attention to Research & Development and has dedicated technical staff and facilities for the development of new products, improvement of existing ones, improved manufacturing practices and for all these purpose the Company has spent a sum of Rs. 450.03 lacs in the year under review.

Subsidiaries/Joint Ventures/Associates

Briefly, the subsidiary companies performed as follows:

- Pol y Medi cur e (Lai yang) Co. Ltd, China - The Company achieved a turnover of Rs. 751.84 lacs as on 31st March, 2013 against Rs. 812.07 Lacs in the previous year ended on 31st March, 2012.

- US Safety Syringes Co., LLC, USA - The Company has not done any business activities during the year under review.

The Company has one Joint Venture in Egypt, viz.

- Ultra for Medical Products, Egypt - The Joint Venture is performing well and has achieved sales of Rs. 3440.92 lacs ended on 31st December 2012 against Rs. 2,834.36 lacs in the previous year.

Dividend

In keeping with the Company''s tradition of rewarding the Shareholder''s, yours directors'' were pleased to recommend a dividend @ Rs. 2.00 per Equity Share of face value of Rs. 10/- each consisted of expanded capital in view of the Bonus Issue. The dividend, if approved at the ensuing Annual General Meeting, it will be paid to those Shareholders whose names appear on the Register of Members of the Company and in respect of shares held in demat form and Physical Form and it will be paid to the those Members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the date of book closure, i.e., from Monday, 23rd September, 2013 to Friday, 27th September, 2013 (inclusive of both days). The dividend would involve an outflow of Rs. 440.50 lacs towards dividend and Rs. 74.86 lacs towards dividend distribution tax, resulting in a total outflow ofRs. 515.36 lacs.

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

During the Year under review, the Company has transferred Rs. 76,964, 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 year 2004-05 which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs. 1,000.00 lacs to General Reserves out of the amount available for appropriations and balance of Rs. 3,700.91 lacs is being carried to the Balance Sheet.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011, has provided an exemption to companies from complying with Section 212(8), provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the Financial Statements of the subsidiary Companies. The audited annual accounts and related information of subsidiary companies will be made available on request of the Shareholders. These documents will also be available for inspection during the business hours at our Registered Office.

Fixed Deposits

Your Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956, as such, no amount of Principal or interest was outstanding as on the date of Balance Sheet.

Quality

The Company continues its journey of delivering value to its customers. The Company adopted several external benchmarks & certifications. Poly Medicure is certified under various standards to meet the clients'' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications i.e. ISO successfully implemented a well-documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, ISO-13485:2003 and CE mark from DNV, Norway thus making the entire product range compliant with International Quality Standards.

Credit Rating

Your directors are pleased to inform you that, the well known rating agency, CRISIL Limited, has reaffirmed as A/Stable rating for fund based facility and A1 for non fund based facility certifications respectively for the Company.

Foreign Currency Fluctuations

As a major portion of Company''s revenue is in Foreign Currency and major portion of expenditure in Indian Currency, the Company is exposed to Foreign Currency Fluctuation Risk.

The Company has a review and control mechanisms to mitigate the risk which is reviewed periodically. Foreign currency exposures are managed through Foreign Risk Management and Hedging policy. The policy is reviewed periodically to ensure that the risk from fluctuating currency exchange is appropriately managed.

Cost Auditor

Pursuant to the Circular issued by the Ministry of Corporate Affairs Circular, vide F. No. 52/26/cab-2010 dated 06th November, 2012, your Company is required to conduct Cost Audit for the Financial Year 2013-14. Accordingly, Cost Auditors have been appointed to carry out the Cost Audit of the Company for the Financial Year 2013-14.

Auditors and Auditors'' Report

M/s Doogar & Associates, Chartered Accountants, (Reg. No.000561N) Statutory Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2013-14 will be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956. Notes on accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

Secretarial Audit Report

As measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchange(s), Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Options Scheme

The Company in its employee compensation committee dated 31st July, 2013, amended the Employee stock option scheme, to further grant 16,730 Options to the existing Optionee of the Company.

Pursuant to the provisions of the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of Stock Options as on March, 2013 under the "Employee Stock Option Scheme, 2011" ("Scheme") are set out as Annexure-I

Increase in the Authorised Share Capital

In order to facilitate the Capitalisation of General Reserves and Securities Premium Account to the extent of Bonus Shares, during the Year, Your Company has increased its Authorised Share Capital from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) to Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/- each as approved by Shareholders in its Extra- Ordinary General Meeting held on 29th June, 2013.

Bonus Issue

During the year, the Allotment committee of the Board at its meeting held on 11th July, 2013 has allotted 1,10,12,500 Equity Shares of Rs. 10/- each as fully paid up Bonus Shares in the ratio of one new fully paid-up Equity Shares of Rs. 10/- each to one fully paid-up Equity Shares of Rs. 10/- each held by existing shareholders as on record date by way of Capitalization of Reserves.

Listing

The Shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The Listing fees to the Stock Exchanges for the year 2013-14 have been paid.

Directors

Sh. Jugal Kishore Baid and Sh. Yeshwant Singh Choudhary, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report and Notice of Annual General Meeting of the Company.

Industrial Relations/Human Resources Management

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under Report. Your Company firmly believes that a dedicated hard work force constitute the primary sources of sustainable competitive advantage. Accordingly, Human resources development continues to receive focused attention of the Management. Yours directors wish to place on record their sincere appreciation for the dedicated and commendable services rendered by all employees of your Company.

Corporate Governance

Your Company strives to ensure that best Corporate Governance practices are identified, adopted and consistently followed. Your Company believes that Good Corporate Governance is the basis of for sustainable growth of the business and for enhancement of Stakeholders value. The Corporate Governance and Management Discussion Analysis Report, form an integral Part of this Report and are set out separate sections to this Annual Report.

The Report on Corporate Governance along with certificate from M/s B.K. Sethi & Co., Practicing Company Secretaries confirming compliance of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with code of conduct as applicable to them for the year ending on 31st March, 2013. A declaration to this effect is signed by Sh. Himanshu Baid, Managing Director, is annexed to this Report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts of the Company have been prepared on a "going concern basis".

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchange is provided in "Annexure-II" forming part of Directors'' Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure III" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure IV".

Acknowledgements & Appreciation

Your Directors wish to place on record their sincere appreciation of the effort and dedicated service of all employees, which contributed to the continuous growth and consequent performance of the Company.

Yours Directors wish to place on record their gratitude for valuable assistance and co-operation extended to the Company by the Central Government, State Government, Joint Ventures Partners, Banks, Institutions, Investors and customers. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board of Directors

New Delhi D.R. Mehta Himanshu Baid

31st July, 2013 Chairman Managing Director

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Mar 31, 2012

The Directors take a pleasure in presenting their Seventeenth Annual Report on the business and operations of your Company along with the audited statements of accounts and financial performance for the year ended on 31st March, 2012. You will be pleased to know that your Company continues to maintain steady growth in its operating and financial performance during the Financial Year 2011-12.

Financial Performance (Rs. in Lacs)

Parameters F.Y.2011- F.Y.2010- 12 11

Revenue from Operations (Net) 20,891.86 16,966.75

Add: Other Income 61.95 39.31

Total Revenue 20,953.81 17,006.06

Profit before Interest, Tax, Depreciation and Amortisation 4,577.28 3,666.20 (EBITDA)

Depreciation & Amortisation 995.52 858.79 Expenses.

Finance Cost 693.36 414.53

Profit Before Tax 2,888.40 2,392.88

Tax Expense 962.44 223.86

Profit for the Year 1,925.96 2,169.02

Total amount available for 4,197.33 3,653.51 appropriation

Proposed Dividend 330.38 330.38

Dividend Tax 53.60 54.87

Amount transferred to General 1,000.00 1,000.00 Reserve

Surplus carried to Balance 2,813.36 2,271.37 Sheet

Earning Per Share (EPS in Rs.) 17.49 19.70

During the year under report, total income increased to Rs. 20,953.81 lacs from Rs.17,006.06 lacs in the previous year, registering a growth of 23.21%. EBIDTA amounted to Rs. 4,577.28 lacs as against Rs. 3,666.20 lacs in the preceding year which translates into an expansion of 24.85%. Profit Before Tax (PBT) stood at Rs.2,888.40 lacs up by 20.71% from Rs. 2,392.88 lacs in the previous year. However, the profit after tax declined to Rs. 1,925.96 lacs from Rs. 2,169.02 lacs due to higher tax outgo which was due to non availability of tax relief u/s 10B of Income Tax Act 1961.

In the financial year 2010-11, the Company enjoyed favourable tax regime under Section 10B of the Income Tax Act, 1961, the said deduction was available only upto the financial year 2010-11 (assessment year 2011- 12), which affects the net profitability of the Company for the year under review.

Despite the higher tax outgo, the Company's results are very reassuring.

Fortunately, the global downturn has not affected the progress of the Company. This manifests the inherent strength, resilience and sustainability for the Company's business.

Expansion Programme

In view of the growing demand for the Company's products, the Company is in the process of expanding its installed capacity by approx. 20% in the current financial year, at a capital cost of Rs. 4,200 lacs. A sum of Rs. 2,500 lacs is proposed to be raised by way of debt and the balance will be met from internal accruals.

Development of New Products

The Company is following suitable programmes for Research & Development and has dedicated technical staff and facilities for the development of new products, improvement of existing ones, improved manufacturing practices and for this purpose, the Company has spent a sum of Rs. 287.38 lacs in the year under review.

As results of the management strategies, expansion programme, cost cutting and enhanced efficiencies, your Company hopes to achieve reasonably sustained performance and profitability.

Subsidiaries/Joint Ventures

Briefly, the subsidiary companies performed as follows:

Poly Medicure (Laiyang) Co. Ltd, China - The Company achieved a turnover of Rs. 812.07 lacs as on 31st March, 2012 against Rs. 328.38 lacs in the previous year ended on 31st March, 2011.

US Safety Syringes Co., LLC, USA - The Company is not carrying on any business activities at present.

The Company has one Joint Venture in Egypt, viz.,

Ultra for Medical Products, Egypt - The Joint Venture is performing well and has achieved sales of Rs.2,834.36 lacs during the year 2011 against Rs. 2,579.46 lacs in the previous year ended on 31st December 2010.

Dividend

Keeping in view the financial performance of the Company, yours Directors are pleased to recommend a dividend @ Rs. 3.00 per equity share of Rs. 10/- each for the financial year 2011-12. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those Shareholders whose names appear on the Register of Members of the Company as on the date of book closure, i.e., from Monday, 17th September, 2012 to Friday, 28th September, 2012 (inclusive of both days). In respect of shares held in demat form, it will be paid to the Members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the date of book closure. This would involve an outflow of Rs. 330.38 lacs towards dividend and Rs. 53.60 lacs towards dividend distribution tax, resulting in a total outflow of Rs. 383.98 lacs.

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

During the Year under review, the Company has transferred Rs. 41,725.50, lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205 C 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 year 2003-04 which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

Transfer to Reserves

The Board of Directors has proposed to transfer Rs.1,000.00 lacs to General Reserves out of the amount available for appropriations and balance of Rs. 925.96 lacs is being carried to the Balance Sheet.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached.

The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011, has provided an exemption to companies from complying with Section 212(8), provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the Financial Statements of the subsidiary companies. The audited annual accounts and related information of subsidiary companies will be made available on request to the shareholders. These documents will also be available for inspection during the business hours at the Registered Office.

Fixed Deposits

Your Company has not accepted any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956.

Quality

The Company continues its journey of delivering value to its customers. The Company adopted several external benchmarks and certifications. Your Company is certified under various standards to meet the clients' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications i.e. ISO successfully implemented a well documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, IS0-13485:2003 and CE mark from DNV, Norway thus making the entire product range compliant with International Quality Standards.

Credit Rating

Your directors are pleased to inform you that, the well known rating agency, CRISIL Limited, has reaffirmed as A/Stable rating for fund based facility and A1 for non fund based facility respectively for the Company.

Awards & Recognition(s)

In view of standards of excellence achieved and assiduously pursued by the Company, the awards and recognitions in various fields have been conferred upon the Company. The Shareholders will be happy to know that the Company has received Outstanding Exports award in recognition of commendable contribution to Pharmaceuticals Exports from India for the year 2010- 11 by Pharmaceuticals Export Promotion Council.

Listing of Shares at National Stock Exchange of India Limited (NSE).

During the year under review, your Company has received listing approval from the National Stock Exchange of India Limited (NSE) vide letter dated 07th December, 2011. The Shares of the Company are regularly traded at National Stock Exchange of India Limited (NSE).

Foreign Currency Exposure

As a major portion of Company's revenue is in Foreign Currency and major portion of expenditure in Indian Currency, the Company is exposed to Foreign Currency Exposure Risk.

We have put control mechanisms to mitigate the risk. The currency exposures are managed through Foreign Risk Management and Hedging policy. The exposure is reviewed periodically to ensure that the risk is appropriately managed.

Applicability of Companies (Cost Accounting Record) Rules, 2011

The Ministry of Corporate Affairs (M.C.A.) on 3rd June, 2011 has issued a Circular and accordingly, the Company is required to submit Compliance Report for each Financial Year, duly certified by Cost Accountants.

Auditors

M/s Doogar & Associates, Chartered Accountants, (Reg. No. 000561N) Statutory Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re-appointment, if made by the Company for the year 2012-13 will be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

Secretarial Audit Report

As measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchange(s), Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Options Scheme

The Company implemented the Poly Medicure Employee Stock Options Scheme, 2011, ("Scheme") in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines"). The Employee Stock Compensation Committee, constituted in accordance with SEBI Guidelines, administers & monitors the Scheme.

20,440 Options have been granted during the Financial Year 2011-12. The vesting periods for exercise of options are as follows:

On completion of 24 months from the date 50% of grant of option

On completion of 30 months from the date 50% of grant of option

Exercise price is Rs. 50 each be paid on or before exercise of an option for allotment of Shares.

No employee has been issued stock options, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Directors

Dr. Sohan Raj Mohnot and Shri Prakash Chand Surana, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Dr. Shailendra Raj Mehta was appointed as an additional Director on 28th May, 2012 in the capacity of Non - Executive, Independent Director of the Company. As per Section 260 of the Act, an Additional Director holds office only upto the date of the forthcoming Annual General Meeting of the Company. The Company has received a Notice under Section 257 of the Companies Act, 1956, from a Shareholder signifying his intention to propose the name of Dr. Shailendra Raj Mehta as Director of the Company.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report.

Human Resources Management

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under Report. Your Company firmly believes that a dedicated hard work force constitute the primary sources of sustainable competitive advantage. Accordingly, Human resources development continues to receive focused attention of the Management. Your directors wish to place on record their sincere appreciation for the dedicated and commendable services rendered by all employees of your Company.

Corporate Governance

Your Company remains committed to maintain the best standards of good Corporate Governance practices and adhere to Corporate Governance requirements set out by SEBI.

The report on Corporate Governance along with a certificate from M/s B. K. Sethi & Co., Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of the Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with code of conduct as applicable to them for the year ending on March 2012. A declaration to this effect is signed by Sh. Himanshu Baid, Managing Director, and is annexed to this Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the Company have been prepared on a "going concern basis".

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchange is provided in "Annexure-I" forming part of Directors' Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure III".

Acknowledgements & Appreciation

Your Directors acknowledge and place on record their sincere appreciation for the valuable support extended by the Government authorities, bankers, and other stakeholders, customers, vendors, employees and all other business partners for their continued co- operation and excellent support received during the year.

The Directors wish to express their deep and warm thanks and best wishes to all the Shareholders for the continued support and trust they have reposed in the Management. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board of Directors

New Delhi Devendra Raj Mehta Himanshu Baid

31st July 2012 Chairman Managing Director

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting 16th Annual Report together with Audited Statements of Accounts of the Company for the financial year ending March 2011.

Financial Performance

Your Directors are delighted to present the Financial Results of our business and operations for the year ending 31st March, 2011 were as follows:

(Rs. in Lacs)

F.Y. F. Y. Particulars 2010-11 2009-10

Net Sales 16,966.75 13,600.46

Add: Other Income 39.31 52.90

Total Revenue 170,06.06 13,653.36

Profit before Interest, 3,696.73 2,949.72 Depreciation and Taxes

Profit before Tax 2,393.85 1,824.08

Profit after Tax 2,169.02 1,642.93

Profit brought forward 1,484.48 663.64 from the previous year

Profit available for 3,653.50 2,306.57 appropriation

Appropriations:

-Transferred to 1,000.00 500.00 General Reserve

- Proposed Dividend and Dividend 385.25 322.10 Distribution Tax Excess provision of Dividend & Dividend Distribution Tax of (3.11) - Previous Year written back

Surplus carried to 2,271.36 1,484.48 Balance Sheet

The Company recorded net sales of Rs. 16,966.75 lac against Rs. 13,600.46 lac in the previous year, recording a growth of approximately 25%.The Profits after tax for the year is Rs. 2,169.02 lac against Rs. 1,642.93 lac for the previous year, which translates into a rise of 32%.

The boost in profits is on account of economies achieved and cost cutting measures taken by the Company. This was achieved in spite of the spike in cost of raw material and other inputs. The efforts of the management were rewarded as increase in the production.

Dividend

Based on the Company's encouraging performance, your Directors are happy to recommend a dividend @ Rs. 3.00 per Equity Share of Rs. 10/- each for the financial year 2010-11. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those Shareholders whose names appear on the Register of Members of the Company as on the 8th September, 2011. In respect of shares held in demat form, it will be paid to the Members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners. The dividend would involve an outflow of Rs. 3,30.38 lac towards dividend and Rs. 54.87 lac towards dividend distribution tax, resulting in a total outflow of Rs. 385.25 lac.

Transfer to Reserves

It may be noted that, the Board of Directors has proposed to transfer Rs. 1,000.00 lac to General Reserves out of the amount available for appropriations and balance of Rs. 2,271.36 lac is being carried to the Balance Sheet.

Expansion Program

Taking cognisance of the increase in demand for the Company's products, the Company is in the process of expanding its installed capacity by approximately 25% in the current financial year, at a capital cost of Rs. 2,500 lac. A sum of Rs. 1,560 lac is proposed to be raised by way of debt and the balance will be met from internal accruals. To achieve the expansion, the Company explored the possibility of diversifying its business by introduction of Infusion Therapy devices. Having realised the potential, it has set up a plant which was inaugurated on 22nd day of May, 2011.

Development of New Products

Your Company is continuously endeavouring to launch new products in the diagnostic field and take advantage of the Company's experience gained in the field.

Subsidiaries

As the Shareholder are aware that the Company has acquired/floated subsidiaries in China and USA as a part of its strategy to become a significant global player. The Company has two subsidiaries viz.

Poly Medicure (Laiyang) Co. Ltd, China - The Company started commercial production during the year and achieved a turnover of Rs. 328.38 Lac.

US Safety Syringes Co., LLC, USA – After taking into full account of risks and opportunities, the Company is in the process of starting the business activities.

Joint Venture/Associate

The Company has one Joint Venture in Egypt, viz.,

Ultra for Medical Products, Egypt - The Company is performing well and has achieved sales of Rs. 2,579.46 lac during the financial year ended 31st December 2010.

The Company has given appropriate information relating to subsidiary companies in the Annual Report in pursuance of Section 212 of the Act.

Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India, forms part of the Annual Report. Annual accounts of subsidiary companies and the related detailed information to the shareholders is available at the Registered Office of the Company.

Quality

Poly Medicure has successfully implemented a well- documented QMS (Quality Management System) which has been accredited by SGS Systems and Services Certifications, United Kingdom with ISO 9001:2008, ISO-13485:2003 and CE mark from DNV, Norway thus making the entire product range compliant with International Quality Standards.

Awards & Recognition(s)

In pursuance of the Company striving for excellence, the following awards and recognition in various field. The Shareholders will be happy to hear that it has received;

- Silver Patent award by Department of Pharmaceutical ministry of Chemicals and Fertilizers Government of India and Pharmaceuticals Export Promotion Council in recognition of commendable contribution in Medical devices patent Category.

- Awarded by India Brand Equity Foundation (IBEF), in certificate of excellence in recognition of exemplary growth and sustainable success.

Finance of Additional Facilities

The Company is moving ahead to touch new milestones and in order to meet the fund requirements; the Company has arranged credit facilities of Rs. 15.00 Cr. from Citi Bank N.A.

Upgradation of Rating assigned by CRISIL

The Company has been awarded the Financial Credit Rating assigned by CRISIL as A/stable (Upgraded from A-/Stable) and P1 (Upgraded from P2 ) for fund based and non-fund based facility respectively. The underscore financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

Approval received for allotment of 1,06,250 Equity Shares

During the year under review, your Company has received approval from the Bombay Stock Exchange Limited (BSE) for allotment of 1,06,250 Equity Shares, a matter pending with Bombay Stock Exchange Limited (BSE).

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the Profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts of the Company have been prepared on a "going concern basis".

Auditors and Auditors' Report

M/s Doogar & Associates, Chartered Accountants, Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2011-12 will be within the limit prescribed under Section 224(1-B) of the Companies Act, 1956.

Secretarial Audit Report

As a measure of good Corporate Governance practice, the Board of Directors of the Company appointed Shri B.K. Sethi, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the regulations and guidelines of SEBI as applicable to the Company.

Employee Stock Option Scheme

The Company is proposing to grant 20,440 Options subject to the approval of the members to the eligible employees. Each option holder thereof would be entitled to apply for and get allotted one share of the Company of Rs. 10/- each for such option, upon the payment of exercise price during the exercise period. The exercise period commences from the date of vesting of the option and expires at the end three months from the date of such vesting:

The vesting periods for conversion of Options are as follows:

On completion of 24 months : 50% from the date of grant of option vests

On completion of 30 months : 50% from the date of grant of option vests

Directors

Sh. J.K. Baid and Sh. D.R. Mehta, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report.

Human Resources Management

Employees are vital and most valuable assets. The Company has created a favorable work environment that encourages innovation and meritocracy. Yours Directors wish to place on record their sincere appreciation for the excellent spirit with which entire team of the Company worked at all plants and offices and achieved commendable progress.

Corporate Governance

Your Company remains committed to maintain the best standards of good Corporate Governance practices and adhere to Corporate Governance requirements set out by SEBI.

The report on Corporate Governance along with a certificate from Sh. B.K. Sethi, Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of Stock Exchange is also annexed and forms part of the Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with code of conduct as applicable to them for the year ending March 2011. A declaration to this effect is signed by Sh. Himanshu Baid, Managing Director, is annexed to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchange is provided in "Annexure-I" forming part of Directors' Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" and forming an integral part of this Report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure III".

Acknowledgement

Inspired by this vision, driven by values and powered by innate strengths, your Directors would like to acknowledge and place on record their sincere appreciation of the wholehearted support extended by the Regulatory and Government authorities, Company's Shareholders and other stakeholders customers, vendors, bankers, employees and all other business partners for their continued co-operation and excellent support received during the year.

For and on behalf of the Board of Directors

D.R. Mehta Himanshu Baid Chairman Managing Director

New Delhi 30th July 2011

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Mar 31, 2010

The Directors have pleasure in presenting their 15th Annual Report together with Audited Statements of Accounts of the Company for the year ended 31st March 2010.

Financial Results

The standalone financial results of the Company for the financial year ended 31st March 2010 were as follows: (Rs.in Lac)

Particulars F.Y. F.Y. 2009-2010 2008-2009

Net Sales 13,600.46 11,222.35

Add: Other Income 52.90 64.48

Total Revenue 13,653.36 11,286.83

Profit before Interest, 2,943.19 1,791.04

Depreciation and Taxes

Profit before Tax 1823.25 664.43

Profit after Tax 16421.94 592.55

Profit brought forward 663.64 532.14

from the pervious year

Profit available for appropriation 2306.58 1,124.69

Appropriations:

-Transfered to General 500.00 300.00

Reserve -Proposed Dividend and 322.10 161.05

Dividend Distribution Tax

Surplus carried to Balance 1484.48 663.64 Sheet

The Company recorded net sales of Rs. 13,600.46 lac. against Rs.11,222.35 lac in the previous year, recording a growth of over 21%. Profits after tax for the year were Rs.1,642.94 lac against Rs 592.55 lac for the previous year. This translates into handsome growth of 177%. The boost in profits was on account of economies achieved due to completion of backward integration project lower forex losses and cost cutting measures taken by the Company.

Dividend

Based on the Companys performance, your Directors are pleased to recommend a dividend @ Rs. 2.50 per equity share of Rs. 10 each for the finan- cial year 2009-10, on the expanded capital after 1:1 bonus issue as stated in a later part in this document. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Company as on 7th September, 2010. In respect of shares held in demat form, it will be paid to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners. The divi- dend would involve an outflow of Rs. 275.31 lac to- wards dividend and Rs.46.79 lac towards dividend distribution tax, resulting in a total outflow of Rs. 322.10 lac.

Reserves

The Board of Directors has transferred Rs.500.00 lac to General Reserves out of the amount available for appropriations and balance of Rs.1484.48 lac is to be carried to Balance Sheet.

Expansion Programme

The company is in the process of expanding its installed capacity by around 20% in the current financial year, to meet the increased demand at a capital cost of Rs.3000 lac. A sum of Rs 1500 lac is proposed to be raised by way of debt and the balance will be met from internal accruals.

Development of New Products

Your Company is continuously endeavouring to launch new products in diagnostic field.

Subsidiaries

As a part of its strategy to become a significant global player, the company has acquired/floated subsidiaries in China and USA.

US Safety Syringes Co., LLC, USA

The Company is yet to start the business activities.

Poly Medicure (Laiyang) Co. Ltd, China

The Company "started commercial production during the year and achieved a turnover of Rs. 118.62 lac.

Joint Venture/Associate

The company has one Joint Venture in Egypt.

Ultra for Medical Products, Egypt

The Company is performing well and has achieved sales of Rs. 2,844.87 lac during the year ended 31" December 2009.

Finance Raising Mechanism

The Company is moving ahead for its future expansion and in order to meet the fund requirements, the Company has raised a fresh term loan of Rs. 400 lac during the year .Further, the Company is also planning to raise further loan of Rs. 1500 lac, the proposal for which is pending with State Bank of India.

Credit Rating

The company continues to have the credit rating from CRISIL which has reaffirmed the credit rating as A-/ stable and P2+ for fund based and non-fund based facility respectively.

Share Capital

During the year under review, the following changes were effected in the Share Capital of the Company :

(i) Increase in Authorised Share Capital :

The Authorised Share Capital of the Company was increased from Rs. -9 crore to Rs. 15 crore divided into 1,50,00,000 Equity Shares of Rs. 10/- each w.e.f 16th March 2010.

(ii) Issue of Bonus Shares

The Company had issued Bonus Shares in the ratio of 1(one) Bonus Share for every 1(One) existing Share of Rs. 10 (Ten) each to the existing Shareholder of the Company as on record date i.e. 29th March 2010 and allotted 54,00,000 Bonus Shares on 30th March 2010 as per the approval received form Bombay Stock Exchange (BSE). However, the Company is yet to receive the approval from Bombay Stock Exchange (BSE) for allotment of 1,06,250 Equity Shares. In view of pending approval, 1,06,250 Equity shares have been shown as Shares Pending Allotment and the same will be issued to all eligible shareholders upon the receipt of said approval from Bombay Stock Exchange (BSE).

Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March 2010 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts of the Company have been prepared on a "going concern basis".

Auditors and Auditors Report

M/s Doogar & Associates, Chartered Accountants, Auditors of the Company hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2010-11 will be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

Notes on accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Directors

Sh. Y. S. Choudhary and Sh. Rishi Baid retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of the aforesaid Directors are furnished in the Corporate Governance Report.

Employee Relations

Employee relations continued to be cordial throughout the year. Yours Directors wish to place on record their sincere appreciation for the excellent spirit with which entire team of the Company worked at all plants and offices and achieved commendable progress.

Corporate Governance

Your Company is committed to maintain the best standards of good corporate governance practices and adhere to Corporate Governance Requirements set out by SEBI.

The report on Corporate Governance along with a certificate from Sh. B.K. Sethi, Practicing Company Secretary confirming compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement of stock exchange, is also annexed and forms part of the Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the Stock Exchange is provided in "Annexure-I" forming part of Directors Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" and form an integral part of this report.

Particulars of Employees

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed as "Annexure III".

Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted support extended by the regulatory and government authorities, Companys shareholders and other stakeholders customers, vendors, bankers and employees at all levels, which is a source of strength for the Company.



For and on behalf of the Board of Directors

D.R. Mehta Himanshu Baid

Chairman Managing Director

New Delhi

31st July, 2010