Medicure Limi Ed: (India)

Poly Medicure Limited
Regd. Office: 232 B, 3rd Floor, Okhla Industrial Estate,

Phase-Ill, New Delhi - 110 020 (INDIA)
T+91 - ll-33550700, 47317000
E: [email protected] W: polymedicure.com
CIN : L 40300DU995PLC066923
Date: 04 th Septemb~r, 2024
The Manager The Manager

BSE Limited National Stock Exchange of India Limited
Corporate Relationship Department, C-1, G-Block, 'Exchange Plaza',
1st Floor, New Trading Ring, Bandra - Kurla Complex,
Phiroze Jeejeebhoy Towers, Maharashtra - 400051.
Dalal Street, Fo·r t Mumbai,
Maharashtra -400001
Subject: - Notice of 29 th Annual General Meeting, Annual Report for the year 2023-24, Book Closure
and E-voting
Dear Sir/Madam,
The 29 th Annual General Meeting {AGM) of the Company will be held on Thursday, 26 th September,
2024, at 10.00 a.m. through Video Conferencing {"VC" or Other Audio Visual Means {"OAVM") in
accordance with the MCA/SEBI circulars.
Pursuant to Regulation 30 and Regulation 34(1) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed
herewith Annual Report including Notice of AGM of the Company for the financial year 2023-24.
In compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and
Exchange Board of India, the Notice convening the AGM and the Annual Report of the Company for the
financial year 2023-24 are being sent to all the members of the Company whose email addresses are
registered with the Company or Depository Participant(s).
Pursuant to the provisions of Regulation 42 of SEBI (LODR) Regulations, 2015, please be informed that:
• The Register of Members and Share Transfer Books of the Company will remain closed from
Friday, the 20 th September, 2024 to Thursday, the 26 th September, 2024 {Both days inclusive)
for Annual General Meeting.
• The company will provide its members the facility to exercise their vote at the aforesaid AGM by
electronic means on all resolutions set forth in the notice . The e-voting will commence on
Monday, 23 rd September, 2024 {9.00 A.M) and will end on Wednesday, 25 th September, 2024
(5.00 P.M). The voting rights of Members shall be as per the number of equity shares held by
the members as on the cut-off date/Record date, which is 19 th September, 2024.
Plants: Plot No. l 04-105 & 115-116, Sector-.59, HSIIDC Industrial Area, Ballabgarh, Faridabad • 121004, Haryana (INDIA)
Plot No. 33-34, Sector-68, IMT, Far1dabad - 121004, Haryana (INDIA) T: +91-129-4287000, 3355070
Q; Scanned with OKEN Scanner

The Annual Report containing the notice is also uploaded on the company's website:
https://www.polymedicure.com/wp-content/uploads/2024/09/Final-Polymed-AR-2023-24-1 .pdf
This is for your kind information and record please.
Thanking You,
Yours Faithfully,
·For Poly Medicure Limited

Digitally signed
AVINASH by AVINASH
CHANDRA
CHANDRA Date: 2024.09.04
18:55:09 +05'30'
Avinash Chandra
Company Secretary
M. No. A32270
CJ} Scanned with OKEN Scanner

ANNUAL
REPORT
2023-2024

1
Corporate Information
Board of Directors Auditors
M/s. M.C. Bhandari & Co.
Chairman 204, Second Floor, Manisha Building,
Devendra Raj Mehta 75-76, Nehru Place, New Delhi-110019
New Delhi
Non-Executive Independent Directors
Shailendra Raj Mehta Internal Auditors
Sandeep Bhargava M/s. Price WaterHouse Coopers Pvt. Ltd., New Delhi
Amit Khosla M/s. Oswal Sunil & Company, New Delhi
Sonal Mattoo
Dr. Ambrish Mithal Cost Auditors
M/s. Jai Prakash & Co.
Non-Executive Directors Faridabad
Jugal Kishore Baid
Mukulika Baid Secretarial Auditors
Alessandro Balboni M/s. P.K. Mishra & Co.
New Delhi
Additional Director
Vimal Bhandari Registrar and Transfer Agents
MAS Services Limited,
Managing Director T-34, 2nd Floor,
Himanshu Baid Okhla Industrial Area, Phase-II,
New Delhi-110020
Joint Managing Director Tel:+ 91(011)-26387281/82
Rishi Baid Fax No. 011- 26387384
E-mail: [email protected]
Company Secretary Website: www.masserve.com
Avinash Chandra
Ravi Prakash Registered Office
232B, 3rd Floor, Okhla Industrial Estate, Phase III
Chief Financial Officer New Delhi – 110020 (India)
Naresh Vijayvergiya Tel No.: 91 11 - 26321838, 81, 89, 93
Fax No.: 91 11 – 26321839, 94
Bankers Email: [email protected]
State Bank of India Website: www.polymedicure.com
Citibank N.A. CIN: L40300DL1995PLC066923
The Hongkong and Sanghai Banking Corp. Ltd.
HDFC Bank Ltd.
AGM Venue
Video Conferencing
(VC) or
Other Audio Video Means
(OAVM)

2
Inside this Report:
Key Performance Indicator 3
Awards and Recognitions 4
Clinical Engagement Programme conducted in various Hospitals 5
Participation in Various Exhibitions and Conference in India and abroad 6

Company
Overview CSR Initiatives and Projects 8
Global Manufacturing Footprint 9
Financial Highlights 10
Letter to Shareholders 11
Notice of Annual General Meeting 13
Statutory Directors’ Report 48

Reports
Management Discussion and Analysis 61
Report on Corporate Governance 76
Standalone Financial Statements
Independent Auditor’s Report 91
Balance Sheet 97
Statement of Profit and Loss 99
Cash Flow Statement 100
Statement of Changes in Equity 102

Financial
Statements Notes forming part of Standalone Financial Statements 105
Consolidated Financial Statements
Independent Auditor’s Report 149
Balance Sheet 154
Statement of Profit and Loss 156
Cash Flow Statement 158
Statement of Changes in Equity 160
Notes forming part of Consolidated Financial Statements 164
Statement of Salient features of the Financial Statements of

210
Subsidiaries and Associate Companies
Annual Report 2023-24

2022-23
3
Key Performance Indicators (Consolidated):
Revenue (` Crore) 1,375.79 EPS (`) Adjusted with bonus

26.92
1,115.23
923.06 18.69
786.47
687.24 15.25 15.28
10.86
19-20 20-21 21-22 22-23 23-24 19-20 20-21 21-22 22-23 23-24
PAT (` Crore) Gross Fixed Assets ( ` Crore)

258.25
1,277.42
179.28 987.76
146.51 787.86
135.87 675.25
568.24
95.88
19-20 20-21 21-22 22-23 23-24 19-20 20-21 21-22 22-23 23-24
EBITDA (` Crore) Dividend ( ` Crore), inclusive of tax

419.49 28.78 28.79
23.97 23.97
303.50 21.27
236.09 253.45
184.57
19-20 20-21 21-22 22-23 23-24 19-20 20-21 21-22 22-23 23-24
Net Worth (` Crore) Market Capitalisation (` Crore)

1,470.05 15,239.10
1,241.63
1,087.48
965.57
9,105.74 9,140.14
7,839.20
434.82
2,056.36
19-20 20-21 21-22 22-23 23-24 19-20 20-21 21-22 22-23 23-24

4
Awards and Recognitions
Best Healthcare Brands 2024 The Next 500 Companies 2023

by ET Edge by Fortune India
Award for Top Exporter of plastic medical Best Company For Technology
disposables from India for Year 2022-23 Innovation in Healthcare 2023
by PLEXCONCIL by ASSOCHAM

2022-23
5
Clinical Engagement Programmes conducted across various hospitals in India

6
Participation in various International Exhibitions & Conferences
Medica, Germany-2023
FIME, Florida
Hospitalar, Brazil Arab Health - 2024

2022-23
7
Participation in various Exhibitions & Conferences across India

8
Highlights of CSR Initiatives and Projects

2022-23
9
Global Manufacturing Footprint
117, Faridabad 115-116, Faridabad 104-105, Faridabad
SEZ, Jaipur SEZ2, Jaipur IMT, Faridabad
IMT2, Faridabad Haridwar Plant R&D Center, Faridabad
Amaro, Italy Assuit, Egypt Laiyang-Qingdao, China

10
Financial Highlights (Standalone)

(`(ìninLakhs)
lacs)
Particulars 2023-24 2022-23 2021-22 2020-21 2019-20
Revenue from Operations (Net) 1,30,724.91 1,06,804.50 87,935.76 74,738.24 64,616.24
Total Revenue 1,36,542.58 1,10,433.24 91,808.63 76,667.06 66,474.62
Earnings Before Depreciation, Finance

40,768.66 30,076.46 25,086.22 22,760.91 17,872.27
Cost and Tax Expenses (EBDIT)
Depreciation and Amortisation 6,205.18 5,563.68 5,254.01 4,631.42 3,928.43
Exceptional Income - - - - -
Profit For the Year (PAT) 25,172.34 17,904.47 14,601.71 12951.17 9,238.28
Equity Dividend % 60% 60% 50% 50% 40%
Dividend 2,879.14 2,878.33 2,397.95 2,397.01 2,127.57
Equity Share Capital 4,798.58 4,797.23 4,795.02 4,794.03 4,412.35
Reserves and Surplus 1,41,026.25 1,18,615.22 1,02,902.42 90,606.91 38,516.08
Net Worth 145,824.83 1,23,412.45 1,07,697.44 95,400.94 42,928.43
Gross PPE 1,24,935.67 96,030.94 76,245.46 65,218.47 54,730.78
Net PPE 82,711.29 59,495.50 44,630.34 38,279.93 32,106.80
Total Assets 1,82,134.74 1,53,776.00 1,33,396.23 1,18,741.19 73,995.36
Number of Employees 2,651 2,339 2,140 2,039 2,034
Key Indicators
2023-24 2022-23 2021-22 2020-21 2019-20
Earnings Per Share - (`) 26.24 18.66 15.23 14.54 10.47
Cash from Operations per share (`) 26.68 20.31 13.17 12.14 14.38
Book Value Per Share - (`) 151.94 128.63 112.30 99.50 48.65
Debt : Equity Ratio 0.11:1 0.11:1 0.10:1 0.13:1 0.44:1
EBDIT/ Net Turnover % 31.18% 28.16% 28.52% 30.45% 27.65%
Net Profit Margin % 19.26% 16.76% 16.60% 17.32% 14.29%
RONW % 17.27% 14.51% 13.56% 13.58% 21.52%

2022-23
11
Chairman’s
Message
Dear Shareholders,
As we present the Annual Report for FY2023-24, it is with great pride and ambitious goal will be supported by investments in renewable energy,
enthusiasm that I share the remarkable progress Poly Medicure Ltd. has energy-efficient technologies, and carbon offsetting initiatives, all aimed
made over the past year. at minimizing our carbon footprint.
I am pleased to present a summary of our turnover and profitability for Furthermore, we are actively collaborating with our global suppliers to
the year under review. At the consolidated level, your company achieved promote ethical sourcing practices and reduce environmental impacts
remarkable results, with net sales reaching ` 1,375.79 Crores, EBITDA of throughout the supply chain. By fostering sustainable partnerships and
` 419.49 Crores, and a profit after tax of ` 258.25 Crores. This represents encouraging responsible practices, the company aims to build a more
a significant growth over the previous year’s sales of ` 1,115.23 Crores, resilient and eco-conscious supply network.
EBITDA of ` 303.50 Crores, and profit after tax of ` 179.28 Crores.
On behalf of the board, I would like to express my heartfelt gratitude to all
In response to the evolving healthcare landscape, your company has our valued shareholders for their continued support and trust. I also like
redefined its brand identity to better reflect our role as a leader in to extend my heartfelt thanks to our stakeholders, employees, channel
the industry. Adapting to technological advancements and industry partners, customers, and bankers for their unwavering support. Your
demands, Polymed proudly stands as a comprehensive solution provider. contributions have been instrumental in establishing Polymed as one
Its diverse portfolio now includes a wide range of cutting-edge medical of the fastest-growing medical device companies globally. As we move
devices and integrated solutions designed to meet the expanding forward, Polymed remains steadfast in its commitment to innovation,
needs of modern healthcare ecosystems. The new logo which has been quality, and sustainability. Together, we will continue to drive progress
introduced is more than just a visual update; it embodies company’s and make meaningful contributions to the world of healthcare.
dedication to advancing healthcare through innovation, quality, and
unwavering customer satisfaction. This rebranding is a testament to Thank you for being a part of our journey.
the ongoing evolution and our readiness to embrace the future with
confidence. Warm Regards,
Polymed’s commitment to nurturing talent remains a keystone of D.R. Mehta

our strategy. Company recognizes that its growth and success are Chairman
deeply intertwined with the development of its people. This year, we
have continued to invest in our workforce, providing opportunities for
growth and fostering an environment that encourages excellence and
innovation.
Moreover, dedication to Corporate Social Responsibility (CSR) has

been a driving force behind the company’s initiatives. In the year under
review, we allocated ` 393.25 lakhs to support various programs focused
on education and gender equality. These efforts reflect Polymed’s
commitment to making a positive impact on society and contributing to
the broader well-being of the communities we serve.
As Polymed continues to serve millions of people across 125+ countries

with its high quality, safe and innovative medical devices, we are acutely
aware of the importance of sustainability. Your company’s commitment
to environmental stewardship is unwavering, and it is dedicated to
implementing aggressive strategies to promote a sustainable future.
Polymed is proud to reaffirm its pledge to achieve carbon neutrality. This

12
Managing
Director’s Message
Dear Shareholders,
On behalf of Board of Directors, I am delighted to present the Annual Report efficiency in delivering world-class medical devices. With this expanded
for the FY 2023-24, a period marked by significant strides and transformative manufacturing infrastructure, your company is well-equipped to meet the
changes for Poly Medicure Ltd. As we reflect on our achievements and evolving needs of the healthcare sector and continue its trajectory of growth.
progress, our strategic focus and relentless dedication have enabled us to
overcome challenges and seize new opportunities in the dynamic medtech Digital Transformation
landscape. A cornerstone of your company’s strategy this year will be the accelerated
digitization of our processes and communication channels. At Polymed,
Financial Performance we recognize that embracing digital innovation is essential to maintaining
It is with great satisfaction that I report our financial performance. our competitive edge and enhancing operational efficiency. We will be
Company’s net sales have risen to ` 1,375.79 Crores, reflecting a notable implementing advanced digital tools to streamline our workflows, optimize
increase of 23.36% from the previous year’s net sales of ` 1,115.23 Crores. supply chain management, and improve our customer interactions. This
This growth underscores our successful market strategies and operational digital shift not only enhances the internal operations but also strengthens
improvements. EBITDA has also seen significant enhancement, reaching our ability to respond swiftly to market demands and customer needs.
` 419.49 Crores, compared to ` 303.50 Crores in the previous year,
demonstrating a substantial advancement in operational efficiency and Strengthening Global Presence
profitability. Moreover, Profit Before Tax has grown impressively to ` 344.26 Company’s global footprint continues to expand as it enhances its direct
Crores, up from ` 237.49 Crores last year, marking a robust increase of presence in international markets. We are actively working to establish
44.95%. These positive financial results are a testament to our company’s a more robust international presence, which includes forging strategic
strong business model and effective execution of the strategic initiatives. partnerships across key regions. This global expansion is crucial for us
to meet the growing demand for our products and to ensure that we are
Government Initiatives well-positioned to support healthcare providers around the world with our
We also acknowledge the supportive role of the Government of India in innovative solutions.
fostering the development of the medical devices sector. The government’s
initiatives aimed at reducing import dependence and promoting domestic Dividend Outlook
manufacturing have been instrumental in creating a conducive environment Our company takes pride in its longstanding tradition of rewarding
for growth and innovation in the medical technology industry. The company shareholders through dividends, and we are pleased to continue this legacy.
remains committed to aligning its efforts with these national goals and In recognition of a strong performance, the Board of Directors is delighted to
contributing to the overall advancement of the sector. propose a dividend of ` 3 per share, representing 60% of the share value, for
the fiscal year ending March 31, 2024. This proposal is subject to approval by
Business Outlook our esteemed shareholders at the upcoming Annual General Meeting.
Expansion of Product Portfolio
In line with the commitment to advancing medical technology, we have In closing, I would like to extend my heartfelt gratitude to our shareholders,
significantly expanded our product portfolio. Your company’s focus remains employees, partners, and stakeholders for their unwavering support and
on strengthening its offerings in existing categories while also venturing dedication. As we look ahead, we are excited about the opportunities that lie
into transformative therapeutic areas. This year, we have made substantial before us and remain committed to driving innovation, expanding our global
investments in developing and introducing new products in cardiology, reach, and delivering exceptional value to our customers and shareholders.
critical care, and oncology. By expanding into these critical therapeutic
areas, Polymed aims to address unmet medical needs and contribute to the Thank you for your continued trust and partnership.
improvement of patient outcomes globally.
Warm Regards,
Manufacturing Expansion
To support company’s ambitious growth plans and cater to the increasing Himanshu Baid
global demand, we are excited to announce the opening of our new Managing Director
manufacturing plants. This latest addition brings the total number of Poly Medicure Ltd.
manufacturing facilities to twelve. The expansion not only enhances the
production capacity but also reinforces our commitment to quality and

2022-23
13
NOTICE who has already attained the age of 75 years and his tenure
as Independent Director ends on the conclusion of this Annual
Notice is hereby given that the 29th Annual General Meeting (“AGM”) general Meeting and being eligible has offered himself for re-
of the members of Poly Medicure Limited will be held on Thursday, appointment, as a “Non-Executive Non- Independent Director”
26th September 2024 at 10:00 a.m. (IST) through Video Conferencing of the Company liable to retire by rotation.
(“VC”) or Other Audio Visual Means (“OAVM”) to transact the
following businesses: RESOLVED FURTHER THAT the Board of Directors be and
is hereby authorized to delegate all or any of the powers to
Ordinary Business officer(s)/authorized representative(s) of the Company to do
1. To receive, consider and adopt all acts and take such steps as may be necessary, proper or
expedient to give effect to this resolution.”
• the Audited Standalone Financial Statements for the
Financial Year ended 31st March 2024 together with the 6. To re−appoint Shri Himanshu Baid (DIN: 00014008) as the
reports of the Board of Directors and Auditors thereon; Managing Director and in this regard to consider and if thought
and fit, to pass, with or without modification(s), the following
resolution as a Special Resolution:
• the Audited Consolidated Financial Statements for the
Financial Year ended 31st March 2024 together with the “RESOLVED THAT pursuant to the provisions of sections 196,
report of Auditors thereon. 197 and 203 read with Schedule V and all other applicable
provisions of the Companies Act, 2013, and the Companies
2. To declare dividend on Equity Shares for the financial year 2023- (Appointment and Remuneration of Managerial Personnel),
24. Rules, 2014 (including any statutory modification(s) or re−
3. To appoint a director in place of Mr. Alessandro Balboni (DIN: enactment thereof for the time being in force) and SEBI (Listing
08119143) who retires by rotation and being eligible, offer Obligations and Disclosure Requirements) Regulations, 2015
himself for re-appointment. (including any statutory modification(s) or re−enactment
thereof for the time being in force) and subject to such
4. To appoint Auditor and to fix their remuneration and in this other rule, laws and regulation as may be applicable in this
regard to consider and if thought fit, to pass, with or without regard and on the basis of recommendation of Nomination
modification(s), the following resolution as an Ordinary and Remuneration Committee, approval of members of the
Resolution: Company be and hereby accorded to the re- appointment of Shri
Himanshu Baid (DIN: 00014008) as the Managing Director of
“RESOLVED THAT pursuant to the provisions of sections 139, the Company, for a period of 5 (Five) years with effect from 1st
142 and all other applicable provisions, if any, of the Companies August, 2024 up to 31st July 2029 (both days inclusive) on the
Act, 2013, read with the Companies (Audit and Auditors) Rules, terms and conditions including remuneration as set out in the
2014, (including any re−enactment or modification thereto) statement annexed to the Notice convening this meeting with
and pursuant to the recommendation of the Audit Committee, liberty to the Board of Directors (hereinafter referred to as “the
M/s. Doogar & Associates, Chartered Accountants (Firm Board” which term shall be deemed to include the Nomination
Registration No. 000561N) who have offered themselves for and Remuneration Committee of the Board) to alter and vary
appointment and have confirmed their eligibility to be appointed the term(s) and condition(s) of the said re−appointment and/
as Statutory Auditors of the Company in terms of section 141 or remuneration as it may deem fit and as may be acceptable
of the Companies Act, 2013 and applicable rules in place of to Shri Himanshu Baid, subject to the same not exceeding the
retiring auditor M/s. M.C. Bhandari & Company, Chartered limits specified under Schedule V to the Companies Act, 2013
Accountant (Firm Registration No. 303002E), be and is hereby or any statutory modification(s) or re−enactment thereof.
appointed as Statutory Auditors of the Company, to hold office
from the conclusion of this 29th Annual General Meeting till RESOLVED FURTHER THAT the Board of Directors be and is
hereby authorized to do all such act(s) and take all such step(s),
the conclusion of the 34th Annual General Meeting of the
as may be necessary, proper or expedient to give effect to this
Company, at such remuneration and out of pocket expenses, as
resolution.”
recommended by the Audit Committee and as may be mutually
agreed between the Board of Directors of the Company and the 7. To re−appoint Shri Rishi Baid (DIN: 00048585) as the Joint
Statutory Auditors. Managing Director and in this regard to consider and if thought
Special Business fit to pass, with or without modification(s), the following
resolution as a Special Resolution:
5. To re-appoint Mr. Devendra Raj Mehta as Non-Executive Non-
Independent Director and in this regard to consider and if “RESOLVED THAT pursuant to the provisions of sections 196,
197 and 203 read with Schedule V and all other applicable
thought fit, to pass with or without any modification(s) the
provisions of the Companies Act, 2013, and the Companies
following Resolution as a Special Resolution:
(Appointment and Remuneration of Managerial Personnel),
Rules, 2014 (including any statutory modification(s) or re−
“RESOLVED THAT pursuant to the provisions of section 152 and
enactment thereof for the time being in force)and subject to
other applicable provisions of the Companies Act, 2013 read with
such other rule, laws and regulation as may be applicable in
Companies (Appointment and Qualification of Directors) Rules
this regard and on the basis of recommendation of Nomination
2014 including any statutory modification(s) or re-enactment
and Remuneration Committee, approval of the members of
thereof, Regulation 17(1A) of the SEBI (Listing Obligations and
Company be and is hereby accorded to the re-appointment of
Disclosure Requirements) Regulations, 2015 and in accordance
Shri Rishi Baid (DIN: 00048585) as the Joint Managing Director
with the provisions of SEBI (Listing Obligations and Disclosure
of the Company, for a period of 5 (Five) years with effect from
Requirements) (Amendment) Regulations, 2018, based
1 August, 2024 up to 31 July 2029 (both days inclusive) on the
on recommendation of the Nomination and Remuneration
terms and conditions including remuneration as set out in the
Committee and the Board of Directors of the Company, approval
statement annexed to the Notice convening this meeting, with
of the members of the Company be and is hereby accorded to
liberty to the Board of Directors (hereinafter referred to as “the
re-appointment of Mr. Devendra Raj Mehta, (DIN:01067895),
Board” which term shall be deemed to include the Nomination

14
and Remuneration Committee of the Board) to alter and vary 10. To approve adoption of amended and restated Articles of
the term(s) and condition(s) of the said reappointment and/or Association of the Company and in this regard to consider,
remuneration as it may be deem fit and as may be acceptable and if thought fit, to pass the following Resolution, as Special
to Shri Rishi Baid, Subject to the same not exceeding the limits Resolution:
specified under Schedule V to the Companies Act, 2013 or any
statutory modification(s) or re−enactment. “RESOLVED THAT pursuant to the provisions of section 14 and
all other applicable provisions, if any, of the Companies Act,
RESOLVED FURTHER THAT the Board of Directors be and is 2013, and the rules made thereunder, (including any statutory
hereby authorized to do all such act(s) and take all such step(s) modification(s), amendment thereof, the circulars, notification,
as may be necessary, proper or expedient to give effect to this regulation, rules, guidelines, if any, issued by the Government
resolution.” of India , for the time being in force), and such other approvals,
as may be required from the relevant Governmental Authorities,
8. To appoint Mr. Vimal Bhandari (DIN: 00001318) as Non- the consent of the members of the Company be and is hereby
Executive and Independent Director and in this regard to consider accorded to amend and replace the existing Articles of
and if thought fit, to pass, with or without modification(s), the Association of the Company with the amended and restated
following resolution as a Special Resolution: Articles of Association of the Company.
“RESOLVED THAT pursuant to the provisions of sections 149, RESOLVED FURTHER THAT the Board of Directors be and
152 read with Schedule IV and all other applicable provisions is hereby authorized on behalf of the Company to delegate
of the Companies Act, 2013 and the Companies (Appointment all or any of its powers, including the powers conferred by
and Qualification of Directors) Rules, 2014 (including any this Resolution, to any Director(s) or Managing Director or
statutory modification(s) or re−enactment thereof for the the Company Secretary of the Company, to execute all such
time being in force) and SEBI (Listing Obligations and agreements, documents, instruments and writings as may be
Disclosure Requirements) Regulations, 2015 (including any deemed necessary or desirable for such purpose, file requisite
statutory modification(s) or re−enactment thereof for the forms or applications with the concerned Statutory/ Regulatory
time being in force) and subject to such other rule, laws and Authorities, with the power to settle all questions, difficulties
regulation as may be applicable in this regard and based on or doubts that may arise in this regard, and to do all such acts,
the recommendation of the Nomination and Remuneration deeds, matters and things as it may, in its absolute discretion,
Committee, approval of members be and is hereby accorded to deem necessary or appropriate to give effect to the said
appointment of Mr. Vimal Bhandari (DIN: 00001318),who was Resolution.”
appointed as an independent director and in respect of whom
the Company has received a Notice in writing under section 11. To appoint Shri Arham Baid as Senior Manager, Corporate
160 of the Companies Act, 2013, from a member proposing Strategy and in this regard to consider and if thought fit to pass,
his candidature for the office of a director, as an Independent with or without modification(s), the following resolution as an
Director of the Company to hold office for 5 (Five) consecutive Ordinary Resolution:
years for a term commencing 22nd July 2024 up to 21st July
2029 (both days inclusive).” “RESOLVED THAT pursuant to the provisions of section 188 of
the Companies Act, 2013 read with Rule 15 of the Companies
RESOLVED FURTHER THAT the Board of Directors be and (Meetings of Board and its Powers) Rules, 2014 (including
hereby authorized to do all such act(s) and take all such step(s) any statutory modification(s) or re – enactment(s) thereof for
as may be necessary, proper or expedient to give effect to this the time being in force), and all other applicable provisions of
resolution.” the Companies Act, 2013, the approval of the members of the
Company be and is hereby accorded for the appointment of
9. To approve Mrs. Mukulika Baid to continue to hold office as Shri Arham Baid as Senior Manager, Corporate Strategy of the
Non-Executive Non-Independent Director who is attaining age Company, with effect from 1st October, 2024 on the following
of 75 (seventy-five) Years and in this regard to consider and if term(s) and condition(s):
thought fit, to pass with or without modification(s), the following
resolution as a Special Resolution: Basic Salary: ` 68,00,000 p.a. (Rupees Sixty-Eight Lakhs p.a.
only), with an annual increment of 10% (ten percent).
“RESOLVED THAT pursuant to the provisions of section 152
and other applicable provisions of the Companies Act, 2013 and Benefits, Perquisites, Allowances
rules made thereunder including any statutory modification(s)
or re-enactment thereof, Regulation 17(1A) of the SEBI (Listing Rent-free residential accommodation (furnished or otherwise)
Obligations and Disclosure Requirements) Regulations, the Company bearing the cost of repairs, maintenance, society
2015 and in accordance with the provisions of SEBI (Listing charges and utilities (e.g., gas, electricity and water charges) for
Obligations and Disclosure Requirements) (Amendment) Company provided accommodation or House Rent Allowance:
Regulations, 2018, based on the recommendation of the 60% (sixty percent.) of basic salary in lieu (in case residential
Nomination and Remuneration Committee and the Board of accommodation is not provided by the Company)
Directors of the Company, approval of the members of the
Company be and is hereby accorded to appointment of Mrs. The Company’s contribution to provident fund, gratuity payable
Mukulika Baid, (DIN: 02900103), who will be attaining age of 75 and encashment of leave, as per the rules of the Company and
years for continuing to hold the office as a Non-Executive Non- to the extent not taxable under the Income Tax Act, 1961.
Independent Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors and the
RESOLVED FURTHER THAT the Board of Directors be and Company Secretary cum Compliance Officer be and is hereby
hereby authorized to do all such act(s) and take all such step(s) authorized to do all such acts, deeds, matters and things and
as may be necessary, proper or expedient to give effect to this take all such steps, as may be deemed necessary, proper,
resolution.” incidental or expedient thereto to give effect to above mentioned
matter”

2022-23
15
12. To appoint Shri Aaryaman Baid as Senior Manager, Corporate directors other than the Managing Director and/or Executive
Strategy and in this regard to consider and if thought fit to pass, Director) be paid, remuneration, in addition to sitting fees for
with or without modification(s), the following resolution as an attending the meetings of the Board of Directors or committees
Ordinary Resolution: thereof, as the Board of Directors may from time to time
determine, not exceeding ` 18,00,000/- p.a. to each of the
“RESOLVED THAT pursuant to the provisions of section 188 of Non-Executive Directors of the Company with effect from the
the Companies Act, 2013 read with Rule 15 of the Companies Financial Year 2024-2025, subject to overall ceiling as per the
(Meetings of Board and its Powers) Rules, 2014 (including Companies Act, 2013 for each Financial Year, as computed in
any statutory modification(s) or re - enactment(s) thereof for the manner laid down in section 198 of the Companies Act,
the time being in force), and all other applicable provisions of 2013 or any statutory modification(s) or re-enactment thereof.
the Companies Act, 2013, the approval of the members of the
Company be and is hereby accorded for the appointment of Shri RESOLVED FURTHER THAT the Board of Directors of the
Aaryaman Baid as Senior Manager, Corporate Strategy of the Company (including Nomination & Remuneration Committee)
Company, with effect from 1st October, 2024 on the following be and is hereby authorized to do all such act(s) and take all
term(s) and condition(s): such steps as may be necessary, proper or expedient to give
effect to this resolution.”
Basic Salary: ` 68,00,000 p.a. (Rupees Sixty-Eight Lakhs p.a.
only), with an annual increment of 10% (ten percent). 14. To consider and if thought fit, to pass with or without any
modification(s) the following Resolution as a Ordinary
Benefits, Perquisites, Allowances Resolution:
Rent-free residential accommodation (furnished or otherwise) “RESOLVED THAT pursuant to the provisions of Section 148 of
the Company bearing the cost of repairs, maintenance, society the Companies Act, 2013, read with Rule 14 of the Companies
charges and utilities (e.g., gas, electricity and water charges) for (Audit and Auditors) Rules, 2014, and other applicable
company provided accommodation or House Rent Allowance: provisions, if any, the remuneration of ` 1,00,000/- (Rupees One
60% (sixty percent) of basic salary in lieu (in case residential Lakh) (plus applicable taxes) to M/s. Jai Prakash & Company,
accommodation is not provided by the Company) Cost Accountants, the Cost Auditors of the Company, who were
appointed by the Board of Directors in their Meeting held on 22nd
The Company’s contribution to provident fund, gratuity payable July, 2024 as for conducting the audit of cost records of the
and encashment of leave, as per the rules of the Company and Company for the financial year ending 31st March 2025, be and
to the extent not taxable under the Income Tax Act, 1961. is hereby approved and ratified
RESOLVED FURTHER THAT the Board of Directors and the RESOLVED FURTHER THAT the Board of Directors of the
Company Secretary cum Compliance Officer be and is hereby Company be and is hereby authorised to do all acts, deeds,
authorized to do all such acts, deeds, matters and things and matters, things and take all steps as may be necessary, proper
take all such steps, as may be deemed necessary, proper, or expedient to give effect to this resolution.”
incidental or expedient thereto to give effect to above mentioned
matter.”
13. To approve payment of remuneration to Non-Executive Directors By order of the Board

and in this regard to consider and if thought fit, to pass, with or Avinash Chandra
without modification(s), the following resolution as a Special Company Secretary
Resolution: M. No. : A32270
”RESOLVED THAT pursuant to the provisions of Sections 197,

198 and all other applicable provisions of the Companies Act, Date: 31st August, 2024
2013 and the Companies (Appointment and Remunerations of Registered Office:
Managerial Personnel) Rules, 2014, (Including any statutory
232-B, 3rd Floor, Okhla Industrial Estate, Phase III,
modification(s) or reenactment thereof for the time being
New Delhi -110020.
in force), the Non-Executive directors of the Company (i.e.
CIN: L40300DL1995PLC066923

16
Notes: Circular No. 17/2020 dated April 13, 2020, MCA Circular No.
20/2020 dated May 05, 2020, MCA Circular No. 2/2021 dated
1. Pursuant to General Circular No. 20/2020 dated 5th May, January 13, 2021, and Circular No. 02/2022 dated May 5, 2022.
2020 issued by the Ministry of Corporate Affairs (“MCA”) read
together with MCA General Circular Nos 14/2020 dated April 8. Corporate members intending to attend the AGM through
8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June authorized representatives are requested to send a scanned
15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated copy of duly certified copy of the board or governing body
December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 resolution authorizing the representatives to attend and vote at
dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 the Annual General Meeting. The said Resolution /Authorization
dated December 28, 2022, and 09/2023 dated September 25, shall be sent to the Scrutinizer by email through its registered
2023 (“MCA Circulars”), the Company will be conducting this email address to [email protected] with a copy marked
Annual General Meeting (“AGM” or “Meeting”) through Video to [email protected].
Conferencing/Other Audio Visual Means (“VC”/“OAVM”).
9. Explanatory Statement as required under section 102(1) of the
2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, Companies Act, 2013 is annexed.
issued by the MCA, the facility to appoint proxy to attend
and cast vote for the members is not available for this AGM. 10. Additional information, pursuant to Regulation 36 (3), of the
However, the Body Corporates are entitled to appoint authorised SEBI Listing Regulations, in respect of directors reappointing at
representatives to attend the AGM through VC/OAVM and the AGM and Explanatory Statement as required under section
participate there at and cast their votes through e-voting. 102 of the Companies Act, 2013, is appended hereto and forms
part of this Notice.
3. The Members can join the AGM in the VC/OAVM mode 15
(fifteen) minutes before and after the scheduled time of the 11. a) The Register of Members and Share Transfer Books of the
commencement of the Meeting by following the procedure Company will remain closed from Friday, 20th September
mentioned in the Notice. The facility of participation at the 2024 to Thursday, 26th September 2024 (both days
AGM through VC/OAVM will be made available for 1000 (one inclusive).
thousand) members on a first come first served basis. This
will not include large Shareholders (Shareholders holding 2% b) The remote e-voting period commences on Monday, 23rd
(two percent) or more shareholding), Promoters, Institutional September 2024 (09:00 am) and ends on Wednesday, 25th
Investors, Directors, Key Managerial Personnel, the Chairpersons September 2024 (05:00 pm). No e-voting shall be allowed
of the Audit Committee, Nomination and Remuneration beyond the said date and time. During this period members
Committee and Stakeholders Relationship Committee, Auditors of the Company, holding shares either in physical form
etc. who are allowed to attend the AGM without restriction on or in dematerialized form, as on the cut-off date of 18th
account of first come first served basis. September 2024, may cast their vote by remote e-voting.
4. The attendance of the Members attending the AGM through 12. Shareholders of the Company are informed that pursuant to
VC/OAVM will be counted for the purpose of reckoning the the provisions of the Companies Act and the relevant rules
quorum under section 103 of the Companies Act, 2013. the amount of dividend which remains unpaid/unclaimed
for a period of 7 (seven) years is transferred to the ‘Investor
5. Pursuant to the provisions of section 108 of the Companies Education and Protection Fund (“IEPF”)’ constituted by the
Act, 2013 read with Rule 20 of the Companies (Management Central Government. Accordingly, the amount of dividend
and Administration) Rules, 2014 (as amended)and Regulation which remained unpaid/unclaimed for a period of 7 (seven)
44 of SEBI (Listing Obligations and Disclosure Requirements) years for the year 2015-16 has already been transferred to
Regulations 2015 (as amended), and the Circulars issued by the IEPF. Shareholders who have not encased their dividend
MCA dated April 08, 2020, April 13, 2020 and May 05, 2020, the warrant(s), for the years 2016-17, 2017-18, 2018-19, 2019-20,
Company is providing facility of remote e-Voting to its Members 2020-21, 2021-22 and 2022-23 are requested to make a claim
in respect of the business to be transacted at the AGM. For this with the Registrar and Share Transfer Agent of the Company
purpose, the Company has entered into an agreement with immediately.
National Securities Depository Limited (“NSDL”) for facilitating
voting through electronic means, as the authorized agency. The 13. Members holding shares in physical form are requested to
facility of casting votes by a member using remote e-Voting intimate immediately to the Registrar and Share Transfer
system as well as venue voting on the date of the AGM will be Agent of the Company, MAS Services Limited, T-34, 2nd
provided by NSDL. Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020 Ph:-
011-26387281/82/83 Fax:- 011-26387384 quoting registered
6. In line with the MCA Circular No. 17/2020 dated April 13, 2020, Folio No. (a) details of their bank account/change in bank
the Notice calling the AGM has been uploaded on the website account, if any, and (b) change in their address, if any, with pin
of the Company at www.polymedicure.com. The Notice can code number.
also be accessed from the websites of the Stock Exchanges i.e.
BSE Limited and the National Stock Exchange of India Limited In case shares are in demat form, members are requested to
at www.bseindia.com and www.nseindia.com respectively update their bank detail with their depository participant.
and the AGM Notice is also available on the website of NSDL
(agency for providing the Remote e-Voting facility) i.e. www. The equity shares capital of the Company is held by 36,712
evoting.nsdl.com. (thirty-six thousand seven hundred and twelve) shareholders,
out of which 36,681 (thirty-six thousand six hundred and eighty-
7. AGM has been convened through VC/OAVM in compliance one) shareholders holding 99.92% (ninety-nine-point nine two
with applicable provisions of the Companies Act, 2013 read percent) of the capital are in dematerialized form and the
with MCA Circular No. 14/2020 dated April 08, 2020, and MCA balance 31 (thirty-one) shareholders holding 0.08% (zero-point

2022-23
17
zero eight percent) of the share capital are in physical form. The of 29th AGM is being sent only through electronic mode to those
shareholders having shares in physical form are requested to Members who have not registered their e-mail address so far
dematerialize the shares at the earliest. are requested to register their e-mail address for receiving all
communication including Annual Report, Notices, Circulars, etc.
14. In terms of Section 72 of the Companies Act, 2013 and the from the Company electronically.
applicable provisions, the shareholders of the Company may
nominate a person in whose name the shares held by him/them In case you have not registered your email id with depository or
shall vest in the event of his/their death. Shareholders desirous RTA you may registered your email id in the following manner.
of availing this facility may submit the requisite nomination
form.
Physical Holding Please send ISR-1 (which can be download
from RTA website i.e. www.masserv.com
15. Any member requiring further information on the Accounts at under download tab) to RTA.
the meeting is requested to send the queries in writing to CFO,
at least one week before the AGM. Demat Holding Please contact your Depositary
Participant (DP) and register your email
address as per the process advised by DP.
16. SEBI has also mandated that, the members whose folio(s) do
not have PAN or Contact Details or Mobile Number or Bank 22. Additional information, pursuant to Listing Regulations in
Account Details or Specimen Signature updated, shall be eligible respect of the Director’s seeking appointment/re-appointment
is annexed to the notice.
for any payment including dividend, interest or redemption in
respect of such folios/demat accounts, only through electronic
23. Voting through electronic means: In compliance with the
mode with effect from April 1, 2024, upon their furnishing all the
provisions of Regulation 44 of the SEBI Listing Regulations and
aforesaid details in entirety. If a member updates the above- pursuant to the provisions of section 108 of the Companies Act,
mentioned details after April 1, 2024, then such member would 2013 read with Rule 20 of the Companies (Management and
receive all the dividends etc. declared during that period (from Administration) Rules, 2014, the Company is offering e-voting
April 1, 2024, till date of updation) pertaining to the shares held facility to its members. Detailed procedure is given in the
after the said updation automatically. enclosed letter.
17. In respect of the matters pertaining to Bank details, ECS THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING
mandates, nomination, power of attorney, change in name/ AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER: -
address etc., the members are requested to approach the
Company’s Registrars and Share Transfer Agent, in respect The remote e-voting period begins on Monday, 23rd September
of shares held in physical form and the respective Depository 2024 at 9:00 am and ends on Wednesday, 25th September 2024
Participants, in case of shares held in electronic form. In at 5:00 pm. The remote e-voting module shall be disabled by
all correspondence with the Company/Registrar and Share NSDL for voting thereafter. The members, whose names appear
Transfer Agent, members are requested to quote their folio in the Register of Members / Beneficial Owners as on the record
numbers or DP ID and Client ID for physical or electronic date (cut-off date) i.e. Thursday, 19th September 2024, may cast
holdings respectively. their vote electronically. The voting right of shareholders shall
be in proportion to their share in the paid-up equity share capital
18. The documents referred to in the proposed resolutions are of the Company as on the cut-off date, being Thursday, 19th
available for inspection at the Registered Office of the Company September 2024.
during normal business hours on any working day except
How do I vote electronically using NSDL e-Voting system?
Saturdays, upto the date of AGM.
The way to vote electronically on NSDL e-Voting system
19. SEBI has mandated the submission of Permanent Account
consists of “Two Steps” which are mentioned below:
Number (PAN) by every participant in the securities market.
Members holding shares in electronic form are, therefore, Step 1: Access to NSDL e-Voting system
requested to submit their PAN to their Depository Participants
with whom they are maintaining their demat account. Members A) Login method for e-Voting and joining virtual meetings for
holding shares in physical form can submit their PAN to the Individual shareholders holding securities in demat mode
Company/Registrar.
In terms of SEBI circular dated December 9, 2020, on
20. Members who hold shares in multiple folios in identical names e-Voting facility provided by Listed Companies, Individual
or joint holding in the same order of names are requested to shareholders holding securities in demat mode are allowed
send the share certificates to the Registrar, for consolidation to vote through their demat account maintained with
into a single folio. Depositories and Depository Participants. Shareholders
are advised to update their mobile number and email Id in
21. In compliance with the aforesaid MCA Circulars and SEBI their demat accounts in order to access e-Voting facility.
Circular dated May 12, 2020, the Annual Report including audited
financial statements for the financial year 2024 including notice

18
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method

1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open
web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer
or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under “IDeAS” section. A new screen will open. You will have to enter
your User ID and Password. After successful authentication, you will be able to see e-Voting services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see the e-Voting page.
Click on options available against company name or e-Voting service provider – NSDL and you will be
re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining
virtual meeting and voting during the meeting.
Individual Shareholders 2. If the user is not registered for IDeAS e-Services, option to register is available at
holding securities in https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at
demat mode with NSDL. https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account
number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
options available against company name or e-Voting service provider - NSDL and you will be redirected
to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual
meeting and voting during the meeting.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, can login through their user id and password. The option
holding securities in will be made available to reach e-Voting page without any further authentication. The URL for users to
demat mode with CDSL login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and
click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will
have links to an e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN
No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP
on registered Mobile and Email as recorded in the demat Account. After successful authentication, user
will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Sharehold- You can also login using the login credentials of your demat account through your Depository Participant
ers (holding securities registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see an e-Voting option. Once you
in demat mode) login click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication,
through their depository wherein you can see e-Voting feature. Click on options available against company name or e-Voting service
participants provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting and voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option
available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e.
NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
securities in demat mode with NSDL [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
securities in demat mode with CDSL [email protected] or contact at toll free no. 1800 22 55 33
B) B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.
How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2022-23
19
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS
login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your
vote electronically.
4. Your User ID details are given below:

Manner of holding shares i.e. Demat
Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL. For example, if your Beneficiary ID is 12************** then your user ID is 12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the company
Physical Form. For example, if folio number is 001*** and EVEN is 101456 then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you.
Once you retrieve your ‘initial password’, you need
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email
ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file.
The password to open the .pdf file is your 8 (eight) digit client ID for NSDL account, last 8 (eight) digits of client ID for CDSL account
or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned above in process for those shareholders whose email ids are not
registered
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your
demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on 5. Upon confirmation, the message “Vote cast successfully” will
NSDL e-Voting system. be displayed.
How to cast your vote electronically and join the General Meeting on 6. You can also take the printout of the votes cast by you by
NSDL e-Voting system? clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be
1. After successful login at Step 1, you will be able to see all the allowed to modify your vote.
companies “EVEN” in which you are holding shares and whose
voting cycle and General Meeting is in active status. General Guidelines for shareholders
2. Select “EVEN” of company for which you wish to cast your vote
during the remote e-Voting period and cast your vote during the 1. Institutional shareholders (i.e. other than individuals, HUF, NRI
General Meeting. For joining virtual meeting, you need to click etc.) are required to send scanned copy (PDF/JPG Format) of
on “VC/OAVM” link placed under “Join General Meeting”. the relevant Board Resolution/ Authority letter etc. with attested
specimen signature of the duly authorized signatory(ies)
3. Now you are ready for e-Voting as the Voting page opens. who are authorized to vote, to the Scrutinizer by e-mail to
4. Cast your vote by selecting appropriate options i.e. assent or [email protected] with a copy marked to evoting@nsdl.
dissent, verify/modify the number of shares for which you wish co.in.
to cast your vote and click on “Submit” and also “Confirm” when
prompted.

20
2. It is strongly recommended not to share your password with click on VC/OAVM link placed under Join AGM menu. The link
any other person and take utmost care to keep your password for VC/OAVM will be available in Shareholder/Member login
confidential. Login to the e-voting website will be disabled upon where the EVEN of Company will be displayed. Please note
five unsuccessful attempts to key in the correct password. In that the members who do not have the User ID and Password
such an event, you will need to go through the “Forgot User for e-Voting or have forgotten the User ID and Password may
Details/Password?” or “Physical User Reset Password?” option retrieve the same by following the remote e-Voting instructions
available on www.evoting.nsdl.com to reset the password. mentioned in the notice to avoid last minute rush.
3. In case of any queries, you may refer the Frequently Asked 2. Members are encouraged to join the AGM through Laptops for
Questions (FAQs) for Shareholders and e-voting user manual better experience.
for Shareholders available at the download section of
www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 3. Further Members will be required to allow Camera and use the
and 1800 22 44 30 or send a request to Mr. Amit Vishal at Internet with a good speed to avoid any disturbance during the
[email protected] meeting.
Process for those shareholders whose email ids are not registered 4. Please note that Participants Connecting from Mobile Devices
with the depositories for procuring user id and password and or Tablets or through Laptop connecting via Mobile Hotspot
registration of e mail ids for e-voting for the resolutions set out in may experience Audio/Video loss due to Fluctuation in their
this notice: respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of aforesaid
1. In case, shares are held in physical mode, please send signed glitches.
form ISR-1 to RTA MAS SERVICES LIMITED.
Shareholders who would like to express their views/have
2. In case shares are held in demat mode, please update your questions may send their questions in advance mentioning
email id with your depository and generate password as per their name demat account number/folio number, email id,
instruction given above. mobile number at ([email protected]). The same will be
replied by the Company suitably.
3. Alternatively, shareholder/members may send a request to
[email protected] for procuring user id and password for Explanatory Statement of material facts pursuant to the provisions
e-voting by providing above mentioned documents. of section 102 of the Companies Act, 2013:
4. In terms of SEBI circular dated December 9, 2020, on e-Voting In conformity with section 102 of the Companies Act, 2013, the
facility provided by Listed Companies, Individual shareholders following explanatory statement sets out all material facts relating
holding securities in demat mode are allowed to vote through to the special business mentioned in the accompanying notice and
their demat account maintained with Depositories and should be taken as forming part of the Notice.
Depository Participants. Shareholders are required to update
their mobile number and email ID correctly in their demat Item No. 4.
account in order to access e-Voting facility. Approval for appointment of Statutory Auditor.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY In terms of section 139 of the Companies Act, 2013 (“the Act”), and the
OF THE AGM ARE AS UNDER:- Companies (Audit and Auditors) Rules, 2014, made thereunder, the
term of appointment of present Statutory Auditors of the Company,
1. The procedure for e-Voting on the day of the AGM is same as M/s. M.C. Bhandari & Company, Chartered Accountants (Firm
the instructions mentioned above for remote e-voting. Registration No. 303002E) is scheduled to expire at the conclusion of
the 29th Annual General Meeting of the Company. M/s M.C. Bhandari,
2. Only those Members/ shareholders, who will be present in the Chartered Accountants have completed two consecutive terms of
AGM through VC/OAVM facility and have not casted their vote five years each. Accordingly, they are not eligible for re-appointment
on the Resolutions through remote e-Voting and are otherwise in terms of section 139(2) (b) (ii) of the Companies Act, 2013 and will
not barred from doing so, shall be eligible to vote through not seek re-appointment.
e-Voting system in the AGM.
The Company is required to appoint another Auditor for a period of
3. Members who have voted through Remote e-Voting will be five years to hold office from the conclusion of this Twenty- Nineth
eligible to attend the AGM. However, they will not be eligible to Annual General Meeting till the conclusion of the Thirty Fourth Annual
vote at the AGM. General Meeting of the Company.
4. The details of the person who may be contacted for any The Board of Directors at its meeting held on 22nd July 2024, after
grievances connected with the facility for e-Voting on the day considering the recommendations of the Audit Committee, had
of the AGM shall be the same person mentioned for Remote recommended the appointment of M/s. Doogar & Associates,
e-voting. Chartered Accountants (Firm Registration No. 000561N), as the
Statutory Auditors of the Company subject to the approval of the
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM members. The proposed Auditors shall hold office for a period of five
THROUGH VC/OAVM ARE AS UNDER: consecutive years from the conclusion of the twenty-ninth Annual
General Meeting till the conclusion of thirty fourth Annual General
1. Members will be provided with a facility to attend the AGM Meeting of the Company.
through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above M/s. Doogar & Associates, Chartered Accountants (Firm Registration
for Access to NSDL e-Voting system. After successful login, No. 000561N), have consented to the aforesaid appointment and
you can see link of “VC/OAVM link” placed under “Join General confirmed that their appointment, if made, will be within the limits
meeting” menu against company name. You are requested to specified under Section 141(3)(8) of the Companies Act, 2013. They

2022-23
21
have further confirmed that they are not disqualified to be appointed M/s. Doogar & Associates, Chartered Accountants (Firm Registration
as the Statutory Auditors in terms of the Companies Act, 2013 and No. 000561N), as the Statutory Auditors of the Company and to fix
the rules made thereunder. their remuneration.
Pursuant to section 139 of the Companies Act, 2013, approval of In terms of Regulation 36(5) of SEBI Listing Regulations, the members
the members is required for appointment of the Statutory Auditors may note the following Additional Information for appointment of
and fixing their remuneration by means of an ordinary resolution. M/s. Doogar & Associates, Chartered Accountants (Firm Registration
Accordingly, approval of the members is sought for appointment of No. 000561N) as the Statutory Auditors of the Company:
1. Proposed fees payable to the M/s. Doogar & Associates, Chartered Accountants is proposed to be appointed as statutory
statutory auditor (s) along with terms auditors) of the company in place of M/s. M.C. Bhandari & Company, Chartered Accountants.
of appointment and in case of a new for a period of 5 (five) Years beginning with financial year 2024-2025 till financial year 2028-
auditor, any material change in the fee 29 and to hold office till the conclusion of Annual General Meeting to be held for financial
payable to such auditor from that paid year 2028-29. The remuneration for statutory audit for financial year 2024-25 is fixed at 15.00
to the outgoing auditor along with the Lakhs (Rupees Fifteen Lakhs) and limited review fees of ` 5 Lakhs (Rupees Five Lakhs) for
rationale for such change. three quarters plus applicable GST reimbursement of actual out of pocket expenses incurred
in connection with such audit and tax audit fees of ` 5 Lakhs for FY 2024-25.
2. Basis of recommendation for Doogar & Associates was established on 18/11/1976 with ICAI registration No.000561N.
appointment including the details Since then, the firm has grown in strength over the years with the plethora of knowledge
in relation to and credentials of the and experience of its professionals and consultants during last four decades. The firm has a
statutory auditors) proposed to be professional competed team consisting of full-time Partners assisted by a team of Professional
appointed. and consultants comprising Chartered Accountants, MBA’s. Company Secretaries, Advocates,
Cost Accountants, Management graduates and Article Management Trainees. The firm has
its Head Office in New Delhi with branch offices at Mumbai (Maharashtra) and Agra (Uttar
Pradesh). The firm is empaneled with Comptroller & Auditor General (No. DE-0372), RBI
(Unique code No-103052) – Category I and Central Registration of Co- operative Societies (A-
50), Agencies for Specialized Monitoring (ASM) with Indian Bank’s Associates (IBA), Auditor
with National Highway Authority of India (NHAI), Official Liquidator, Delhi Registrar of Co-
Operative Societies, IFCI and IDBI, SBI, J&K Bank, Royal Audit Authority (RAA)- Bhutan.
Item No. 5. Approval for re-appointment of Mr. Devendra Raj Mehta Mr. Mehta is interested in the resolution set out in Item no 5 of this
as Non-Executive Non-Independent Director of the Company. Notice with regard to his appointment. Relatives of Mr. Mehta may
be deemed to be interested in the resolution, to the extent of their
Mr. Devendra Raj Mehta has been serving on the Board of the shareholding interest, if any in the Company.
Company since 26 May 2005. During the tenure of his directorship,
Mr. Mehta was designated as Independent Director of the Company None of the Directors /Key Managerial Personnel of the Company
in the year 2014 and he completed his two consecutive term of five / their relatives are in any way concerned or interested, financially
years each as Independent Director on 23 September 2024. During or otherwise, in the resolution. The Board of Directors recommends
his Independent directorship, he has benefitted the Company with the resolution set out in Item 5 of this Notice for approval by the
his rich experience, vast knowledge, competencies and expertise in members.
the areas of investments and business acumen in different regions
across the globe. Keeping in view the above factors, the rich and vast Item No. 6 and 7. Re-appointment of Shri Himanshu Baid as
experience of Mr. Mehta and on the recommendation of Nomination Managing Director and Shri Rishi Baid as Joint Managing Director.
and Remuneration Committee, the Board of Directors in their meeting
held on 22nd July, 2024 had approved the change in designation of The Board of Directors of the Company in its meeting held on 22nd
Mr. Devendra Raj Mehta from ‘Non-Executive Independent Director’ July 2024 has subject to the approval of the members, re-appointed
to ‘Non- Executive Non Independent Director’ of the Company with Shri. Himanshu Baid as Managing Director and Shri. Rishi Baid,
effect from 24, September, 2024 post completion of his tenure as Joint Managing Director, for a term of 5 (five) Years with effect
an Independent Director on 23rd September, 2024 (at the end of the from 1st August 2024 up to 31st July 2029 (both days inclusive) at
day), subject to the approval of the Members. the remuneration recommended by Nomination and Remuneration
Committee of the Board.
Mr. Devendra Raj Mehta is also the Chairman of the Board of Directors
of the Company. The Company has also received from Mr. Devendra Principal terms and conditions of re-appointment of remuneration
Raj Mehta (i) consent in writing to act as Director in Form DIR-2, payable to Shri. Himanshu Baid and Shri. Rishi Baid is as under: -
pursuant to Rule 8 of the Companies (Appointment and Qualification
of Directors) Rules, 2014; (ii) intimation in Form DIR-8, pursuant to
Companies (Appointment and Qualification of Directors) Rules, 2014
to the effect that he is not disqualified from being appointed as a
Director in terms of Section 164 of the Act.

22
(a) Salary, perquisites, and allowances:
Detail Shri Himanshu Baid, Managing Director

Period From 01st August 2024 to 31st July 2029 (both days inclusive)
Remuneration
` 3,80,00,000 (Rupees Three Crores Eighty Lakhs) per annum with effect from 01st August 2024 with Annual
Basic Salary
Increment of 8% (eight percent) per annum.
Perquisites and allowance 60% (sixty percent) of basic salary
Up to 5% (five percent) of net profits of the Company computed in accordance with the provisions of section
198 of the Companies Act, 2013.
In addition to the salary, perquisite and allowances payable, a commission, at the end of each financial year
Commission
calculated with reference to the net profit the overall ceiling (includes managerial remuneration paid during
the year) stipulated in section 197, 198 read with Schedule V of the Companies Act, 2013 (including any
subsequent amendment/modification in the Rules, Act and/or applicable laws in this regard)
Detail Shri Rishi Baid, Joint Managing Director

Period From 01st August 2024 to 31st July 2029 (both days inclusive)
Remuneration
` 3,70,00,000 (Rupees Three Crores Seventy Lakhs) per annum with effect from 1st August 2024 with Annual
Basic Salary
Increment of 8% (eight percent) per annum.
Perquisites and allowance 60% (sixty percent) of basic salary
Up to 5% (five percent) of net profits of the Company computed in accordance with the provisions of section
198 of the Companies Act, 2013.
In addition to the salary, perquisite and allowances payable, a commission, at the end of each financial year
Commission
calculated with reference to the net profit the overall ceiling (includes managerial remuneration paid during
the year) stipulated in section 197, 198 read with Schedule V of the Companies Act, 2013 (including any
subsequent amendment/modification in the Rules, Act and/or applicable laws in this regard)
The perquisites and allowances shall include accommodation the Company/reimbursed at actual and not considered as
(furnished or otherwise), or house rent allowance @60% (sixty perquisites. Other perquisites / benefits may also be paid, as
percent) of basic salary in lieu thereof; house maintenance allowance the Board of Directors (including the committees thereof) may
together with expenses incurred on gas, electricity, water, securities, decide from time to time.
furnishing and repairs, medical expenses and leave travel concession
for self and family including dependents. The said perquisites and (d) General:
the provisions of Income Tax Act, 1961 or any rules thereunder or
any statutory modification(s) or re-enactment thereof; in the absence i. The Managing Director and the Joint Managing Director
of any such rules, perquisites and allowances shall be evaluated on will perform their duties as such with regard to all work
actual cost. of the Company and they will manage and attend to such
business and carry out the orders and directions given by
The Company’s contribution to provident fund, gratuity payable and the Board from time to time in all respects and conform
encashment of leave, as per the rules of the Company and to the to and comply with all such directions and regulations as
extent not taxable under the Income Tax Act, 1961, shall not be may be from time to time be given and made by the Board.
included for the purpose of computation of the overall ceiling of
remuneration. ii. The Managing Director and the Joint Managing Director
shall act in accordance with the Articles of Association of
(b) Remuneration based on Net Profit: the Company and shall abide by the provisions contained
in section 166 of the Companies Act, 2013 with regard to
The overall remuneration payable every year to the Managing duties of directors.
Director and the Joint Managing Director by way of salary and
perquisites shall not exceed 10% (ten percent) of the Profits of iii. The Managing Director and the Joint Managing Director
the Company, as computed in the manner laid down in section shall adhere to the Company’s code of Business conduct
198 of the Companies Act, 2013 or any statutory modification(s) and Ethics for directors and Management Personnel.
or re-enactments thereof.
In the event of loss or inadequacy of Profits in a financial year
(c) Reimbursement of Expenses: during the currency of their tenure, the managerial person
shall be paid the above-mentioned salary, allowances and
Expenses incurred for travelling, board and lodging including perquisites, which shall not exceed the limits prescribed under
for their respective spouses and attendant(s) during business the Companies Act, 2013.
trips, any medical assistance provided including for their
respective family members, personal accidental insurance Shri Himanshu Baid and Shri Rishi Baid satisfy all conditions set
premium, keyman insurance premium, club membership fee; out in Part-I of Schedule V to the Companies Act, 2013 as also
and provision of cars for use on the Company’s business conditions set out under sub section (3) of section 196 of the
and telephone expenses at residence shall be borne by Companies Act, 2013 in relation to their appointment. They are

2022-23
23
not disqualified from being appointed as Directors in terms of For 6 (six) years till 2017, Mr. Vimal Bhandari was the Managing
section 164 of the Companies Act, 2013. Director and CEO, from inception, of IndoStar Capital Finance Limited
(a NBFC established by international investors like Everstone,
Brief resume of Shri Himanshu Baid and Shri Rishi Baid and Goldman Sachs, Ashmore, and others in 2011 with an initial
nature of their expertise in specific functional area, names of the capitalization of ` 9,000,000,000 (Rupees Nine Billion) and engaged
Companies in which they hold directorship(s)/ Membership(s)/ in corporate, real estate and SME lending and venturing into housing
Chairmanship of Board Committee(s), shareholding and finance), has spearheaded its growth to achieve loans outstanding
relationships amongst directors inter-se as stipulated under the of about ` 52,000,000,000 (Rupees Fifty-Two Billion) and PAT of
provisions of SEBI Listing Regulations including any statutory ` 2,100,000,000 (Rupees Two Billion One Hundred Million) in financial
modification(s) or re-enactment thereof for the time being in year2017 was listed in current year 2018.
force) are provided in the Corporate Governance Report forming
part of the Annual Report. Previously, for 7 (seven) years (2004-11) as the Country Head,
from inception of AEGON N.V. the Dutch life insurance and pension
Shri J.K. Baid, Smt. Mukulika Baid, Shri Himanshu Baid, Shri player, strategized the global giant’s India Strategy entailing the
Rishi Baid, and their relatives are interested in the resolutions establishment, development and growth of a life insurance company
set out respectively at Item No. 6 and 7 of the Notice to the in partnership with Religare, the financial services company of the
extent of their shareholding interest, in the Company and Ranbaxy Promoter Group, along with Times of India Group as a
therefore, shall not take part in voting in these resolutions. financial partner.
It is proposed to seek the members’ approvals for the Before moving to AEGON, gained 16 (sixteen) years (1988-2004) of
reappointment and remuneration payable to Shri Himanshu Baid top management experience at IL&FS Limited of which 9 (nine) years
as Managing Director and Shri Rishi Baid as Joint Managing were spent at the Board level as the Executive Director responsible
Director, in terms of the applicable provisions of the Companies for its financial services business. Additionally, functioned as Non-
Act, 2013. Executive Director on IL&FS Group entities in diverse financial
services businesses of stock broking, private equity, infrastructure
Item No. 8 Approval for appointment of Vimal Bhandari as a Non- project development, and healthcare management services and as
Executive and Independent Director of the Company. Director-In-Charge for the asset management and merchant banking
subsidiaries.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company has at the Building businesses from inception (startup team of IL&FS, first
meeting held on 22nd July 2024 appointed Mr. Vimal Bhandari as an country head of AEGON, first CEO of IndoStar Capital and Arka
Additional Director (Non-Executive and Independent) of the Company Fincap) and managing their growth and scale has honed skills and
to hold office for a period of 5 (five) consecutive years, not liable to experience in business strategy, planning, execution with a strong
retire by rotation, subject to consent by the members of the Company bottom-line focus, meeting the expectations of key stakeholders,
at the ensuing AGM. recruiting, leading and managing senior management talent and
providing an environment of support for performers. A firm believer in
As an Additional Director, Mr. Vimal Bhandari holds office till the date building businesses using processes and procedures, and operating
of the AGM and is eligible for being appointed as a Non-Executive and in an ethical framework of governance, has an unblemished record
Independent Director. The Company has received a notice pursuant of dealing with various stakeholders, including institutional investors,
to section 160 of the Companies Act, 2013 together with the requisite banks, regulators and corporates with fairness and equity.
amount of deposit from a member signifying his intention to propose
the appointment of Mr. Vimal Bhandari as a Director of the Company. A relationship builder possessing strong communication and
interpersonal skills, with an extensive network of contacts, associates
The Company has also received a declaration from Mr. Vimal and friends at all levels in the financial services sector, corporates,
Bhandari confirming that he meets the criteria of independence professional legal and accounting firms, media, and select regulatory
as prescribed under the Companies Act, 2013 and Securities bodies. Serves as an independent Director on boards of various
and Exchange Board of India (Listing Obligations and Disclosure companies in diverse business segments including Bharat Forge
Requirements) Regulations, 2015. Mr. Vimal Bhandari is also not Limited, HDFC Trustee Company Limited, JK Tyre & Industries
disqualified from being appointed as a Director in terms of section Limited, Escorts Kubota Limited, Kirloskar Management Services
164 of the Companies Act,2013 and has given his consent to act as Private Limited, KEC International Limited,
a Director of the Company.
Is a Commerce graduate from Mumbai University (Sydenham
In the opinion of the Board, Mr. Vimal Bhandari fulfils the conditions College) and Chartered Accountant from the Institute of Chartered
for his appointment as an Independent Director as specified in the Accountants of India.
Companies Act,2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 A copy of the draft letter of appointment for Independent Directors,
and he is independent of the management. setting out the terms and conditions for appointment of Independent
Directors is available for inspection by the members at the registered
Accomplished, dedicated, and focused professional with experience office of the Company during business hours on any working day
of over thirty-five years in a range of businesses in the financial and is available on the website of the Company www.polymedicure.
services industry, of which twenty-five years have been at the Board com. Mr. Vimal Bhandari is not related to any other Director and Key
of Directors level. Managerial Personnel of the Company. None of the Directors, Key
Managerial Personnel and their relatives, except Mr. Vimal Bhandari
Presently associated as the Executive Vice Chairman and CEO with and his relatives, are in anyway, concerned or interested in the said
Arka Fincap Limited (AFL), a Non-Banking Finance Company. AFL is resolution. The resolution as set out in item No. 8 of this Notice is
a wholly owned subsidiary of Kirloskar Oil Engines Limited and was accordingly recommended for your approval
established in 2018. This is part of the Group’s business initiative in
financial services as a strategic diversification.

24
Item No. 9 Approve Mrs. Mukulika Baid to continue to hold office as recommends to the members of the Company for their consideration
Non-Executive Non-Independent Director who is attaining the age and accord approval thereto by way of Special Resolution.
of 75 (seventy-five) years
None of the Directors or Key Managerial Personnel or their relatives
As per Regulation 17(1A) of the SEBI (Listing Obligations and may be deemed to be concerned or interested financially or otherwise
Disclosure Requirements) Regulations, 2015 (hereinafter referred to in this resolution.
as “Listing Regulations”) as amended vide SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2018, Item No. 11. Approval for reappointment of Shri Arham Baid as
with effect from 1st April, 2019, no listed company shall appoint Senior Manager, Corporate Strategy.
or continue the Directorship of a Non-Executive Director who has
attained the age of 75 (seventy-five) years, unless a special resolution Shri Arham Baid holds a graduate in Industrial Engineering from
is passed to that effect and justification thereof is indicated in the University of California Berkley USA.
explanatory statement annexed to the Notice for such appointment.
He has interned at dream11 in Artificial Intelligence and deep learning
Mrs. Mukulika Baid, aged 74 (seventy-four) years, is a Non-Executive and at Go360 on discreet event stimulation for fleet organization. He
Director of the Company. She holds a bachelor’s degree in arts has also worked part time at Scan dot AI for Computer vision and
from Jodhpur National University. She has 21 (twenty-one) years of natural language processing.
experience in management and marketing. She is associated with
several non-profit organisations. She is also in the CSR Committee For the last 3 (three) years, Shri Arham Baid has been associated with
of the Company looking into the CSR Activities of the Company. She the Company and is responsible for the development of Cardiology
has been on the Board since July 30, 2014. The Board of Directors and Critical care Business, which are new verticals in the Company.
is of the opinion that Mrs. Mukulika Baid is a person of integrity; The Company has launched more than 10 (ten) new products under
possesses relevant expertise and vast experience. In line with the this category in the last 1 (one) year.
provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations (Amendment), 2018 read with Listing Regulations , Based on the recommendation of the Nomination and Remuneration
your directors recommend their continued association beyond Committee and approval of the Audit Committee to the related
September 27, 2024 and until expiry of her term. The brief resume party transaction and considering his rich experience, the Board of
of Mrs. Mukulika Baid Director, nature of her expertise in functional Directors at its meeting held on 22nd July 2024 has considered and
areas, disclosure of relationships between Directors, Directorships approved the appointment of Shri Arham Baid as Senior Manager,
and Memberships of Committees of the Board of listed entities Corporate Strategy with effect from 1st October 2024, subject to the
and shareholding as required under Regulation 36(3) of the Listing approval of the members of the Company.
Regulations as amended is set out in this Notice as Annexure. The
Board of Directors accordingly recommends the Special Resolution Since Shri Arham Baid is the relative of Shri Himanshu Baid and Shri
as mentioned in item no. 9. Rishi Baid, he shall be considered as holding an office or place of
profit in the Company. In accordance with the provisions of section
Shri Himanshu Baid, Shri Rishi Baid and Shri Jugal Kishore Baid, 188 of the Companies Act, 2013 read with Rule 15 of the Companies
Directors of the Company may be deemed to be interested, financially (Meetings of Board and its Power) Rules, 2014, the Company is
or otherwise, in the resolutions as set out at item No. 9 of the Notice required to obtain consent of the board of directors of the Company
with regard to continuance of his respective Directorship. None of and prior approval of the members of the Company in case of related
the other Directors and key managerial personnel are deemed to party transaction.
be concerned or interested, financially or otherwise in the proposed
special resolution, except to the extent of their shareholding in the Regulation 23 of the SEBI (Listing Obligations and Disclosure
Company. Requirements) Regulation, 2015, every related party transaction shall
be reviewed by the Audit Committee and approved by the Board of
Item No. 10 Approve adoption of amended and restated Articles of Directors.
Association of the Company.
Pursuant to the first proviso to section 188(1) of the Companies Act,
The Company has the existing Articles of Association (“AOA”) which 2013 read with Rule 15 of the Companies (Meetings of Board and
were framed in terms of the provisions of the Companies Act, 1956 its Powers) Rules, 2014, an appointment of the related party to the
and accordingly, several regulations in the existing AOA contain office or place of profit in the Company at a monthly remuneration
references to the Companies Act, 1956. In order to align the AOA with exceeding ` 2,50,000 (Rupees Two Lakh Fifty Thousand) shall require
the relevant sections/provisions of the Companies Act, 2013 and the prior approval of the members by way of Ordinary Resolution.
rules made thereunder, each as amended, it is proposed to update
the existing AOA in line with the Companies Act, 2013 and the rules Disclosures pertaining to section 188 of the Companies Act, 2013
made thereunder, each as amended. read with Rule 15(3) (3) of the Companies (Meeting of Board and its
Powers) Rules, 2014 are as under:
Accordingly, the following amendment was proposed to the AOA, to
bring it in line with the Companies Act, 2013: a) Name of the Related Party: Shri Arham Baid, relative of Shri
Himanshu Baid, Managing Director and Shri Rishi Baid, Joint
Article 74: Until otherwise determined by a General Meeting of the Managing Director.
Company and subject to the provisions of Section 149 of the Act, the
number of Directors [excluding Debenture and Alternate Directors (if b) Nature of Transactions: Appointment as Senior Manager,
any)] shall not be less than three nor more than fifteen. Corporate Strategy with effect from 1st October, 2024.
Pursuant to the provision of section 14(1) of the Companies Act, c) Name of the director or Key Managerial Personnel who is
as applicable, any amendment in Article Of Association requires related, if any: - Shri. Jugal Kishore Baid, Smt. Mukulika Baid,
approval of the Member of the Company by way of special resolution. Shri. Himanshu Baid, Shri. Rishi Baid are related to the party
being directors of the Company.
The Board of Directors approved the amendments to the AOA
of the Company at the board meeting held on May 17th, 2024 and

2022-23
25
d) Nature of Relationship: The people named in (c) above are in relation to the appointment of Shri Arham Baid as Senior
directors of the Company and they are relatives of Shri Arham Manager of the Company. .
Baid.
f) Whether factors relevant to the contracts have been considered:
e) Manner of determining the pricing and other commercial terms Yes
both included as a part of contract and not considered as part
of contract: The Board has considered various factors with Memorandum of Interest: Shri Jugal Kishore Baid, Smt. Mukulika
respect to remuneration payable and all commercial terms Baid, Shri Himanshu Baid and Shri Rishi Baid, are relatives of Shri
Arham Baid and concerned and interested in the Resolution. They did
not participate in the Board Meeting when this matter was discussed.
Further, please find below the following information for the proposed appointment of Shri Arham Baid as mandated by the SEBI Circular SEBI/
HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 (“SEBI Circular”):
# Particulars Remarks
1 A summary of the information provided by the management of Please refer to our disclosure regarding the above.
the Company to the audit committee
2 Justification for why the proposed transaction is in the interest Shri Arham Baid has immense experience and expertise in the
of the Company Cardiology and Critical care segment. The rich experience and
skill set of Shri Arham Baid will benefit the Company to achieve
its object as enshrined in the memorandum of association of
the Company.
3 Where the transaction relates to any loans, inter-corporate Not Applicable
deposits, advances or investments made or given by the
Company or its subsidiary, the details specified of disclosing
source of funds and cost of funds and tenure, applicable
covenants, purpose of funds
4 A statement that the valuation or other external report, if Not Applicable
any, relied upon by the Company in relation to the proposed
transaction will be made available through the registered email
address of the shareholders;
5 Percentage of the counter-party’s annual consolidated turnover Not Applicable
that is represented by the value of the proposed RPT, on a
voluntary basis;
6 Any other information that may be relevant. All important information forms part of the statement setting
out material facts, pursuant to section 102(1) of the Companies
Act, 2013, forming part of this Notice.
The Board recommends the resolution set out in Item no 11 for your Shri Aaryaman Baid will be responsible for USA business
approval as an Ordinary Resolution. development, supply chain, Investments in new business and overall
corporate strategy. He is also responsible for the development of key
Shri Arham Baid, being the appointee, is interested in the resolution relationships in North and South America and responsible for FDA
set out in Item no 11 of this Notice. Further, Shri Himanshu Baid, Shri approvals of the products of the Company, in the USA.
Rishi Baid, Shri Jugal Kishore Baid and Smt. Mukulika Baid, Directors
of the Company and their relatives are also deemed to be interested Based on the recommendation of the Nomination and Remuneration
in the resolution, to the extent of their shareholding, if any, in the Committee and approval of the Audit Committee to the related
Company. party transaction and considering his rich experience, the Board of
Directors at its meeting held on 22nd July 2024 has considered and
Save and except the above, none of the Directors, Key Managerial approved the appointment of Shri Aaryaman Baid as Senior Manager,
Personnel and their relatives are in any way concerned or interested, Corporate Strategy with effect from 1st October 2024, subject to the
financially or otherwise, in the proposed resolution, except to their approval of the members of the Company.
respective shareholding in the Company.
Since Shri Aaryaman Baid is the relative of Shri Himanshu Baid and
Item No. 12. Approval for re-appointment of Shri Aaryaman Baid as Shri Rishi Baid, he shall be considered as holding an office or place
Senior Manager, Corporate Strategy. of profit in the Company.
Shri Aaryaman Baid holds a graduate in Industrial Engineering with Pursuant to provisions of section 188 of the Companies Act read
specialization in Economics and Finance from University of Illinois with Rule 15 of the Companies (Meetings of Board and its Power)
Urbana Champagne USA. He was senior consultant for 2 (two) years Rules, 2014, the Company is required to obtain consent of the board
in the Illinois Business community as part of the university program. of directors of the Company and prior approval of the members of
the Company in case of related party transaction.
He was lead project in-charge for optimizing Manufacturing process
at Medical device company in Chicago as Senior Designer Projects.
He has also interned with E&Y and worked at one of the largest
hospitals in Delhi NCR.

26
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, every related party transaction shall be reviewed
by the Audit Committee and approved by the Board of Directors.
Further, please find below the following information for the proposed appointment of Shri Arham Baid as mandated by the SEBI Circular SEBI/
HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 (“SEBI Circular”):
# Particulars Remarks
1 A summary of the information provided by the management of Please refer to our disclosure regarding the above.
the Company to the audit committee
2 Justification for why the proposed transaction is in the interest Shri Aaryaman Baid has rich experience and expertise in
of the Company manufacturing process are medical device Company. The
expertise and skill set of Shri Aaryaman Baid will benefit the
Company to achieve its object as enshrined in the memorandum
of association of the Company.
3 Where the transaction relates to any loans, inter-corporate Not Applicable
deposits, advances or investments made or given by the
Company or its subsidiary, the details specified of disclosing
source of funds and cost of funds and tenure, applicable
covenants, purpose of funds
4 A statement that the valuation or other external report, if Not Applicable
any, relied upon by the Company in relation to the proposed
transaction will be made available through the registered email
address of the shareholders;
5 Percentage of the counter-party’s annual consolidated turnover Not Applicable
that is represented by the value of the proposed RPT, on a
voluntary basis;
6 Any other information that may be relevant. All important information forms part of the statement setting
out material facts, pursuant to section 102(1) of the Companies
Act, 2013, forming part of this Notice.
Disclosures pertaining to section 188 of the Companies Act, 2013 They did not participate in the Board Meeting when this matter was
read with Rule 15(3) (3) of the Companies (Meeting of Board and its discussed.
Powers) Rules, 2014 are as under:
Pursuant to the first proviso to section 188(1) of the Companies Act,
a) Name of the Related Party: Shri Aaryaman Baid, relative of Shri 2013 read with Rule 15 of the Companies (Meetings of Board and
Himanshu Baid, Managing Director of the Company and Shri its Powers) Rules, 2014, an appointment of the related party to the
Rishi Baid, Joint Managing Director of the Company. office or place of profit in the Company at a monthly remuneration
exceeding ` 2,50,000 (Rupees Two Lakh Fifty Thousand) shall require
b) Nature of Transactions: Appointment as Senior Manager, prior approval of the members by way of Ordinary Resolution.
Corporate Strategy 1st October,2024.
Shri Aaryaman Baid, being the appointee, is interested in the
c) Name of the director or Key Managerial Personnel who is resolution set out in Item no 12 of this Notice. Further, Shri Himanshu
related, if any: - Shri. Jugal Kishore Baid, Smt. Mukulika Baid, Baid, Shri Rishi Baid, Shri Jugal Kishore Baid and Smt. Mukulika Baid,
Shri. Himanshu Baid, Shri. Rishi Baid are related to the party Directors of the Company and their relatives are also deemed to be
being directors of the Company. interested in the resolution, to the extent of their shareholding, if any,
in the Company.
d) Nature of Relationship: The persons named in (c) above
are directors of the Company and they are relatives of Shri Save and except the above, none of the Directors, Key Managerial
Aaryaman Baid. Personnel and their relatives are in any way concerned or interested,
financially or otherwise, in the proposed resolution, except to their
e) Manner of determining the pricing and other commercial terms respective shareholding in the Company
both included as a part of contract and not considered as part
of contract: The Board has considered various factors with
respect to remuneration payable and all commercial terms have The Board recommends the resolution set out in Item no 12 for your
been considered and included. approval as an Ordinary Resolution.
f) Whether factors relevant to the contracts have been considered: Item No. 13 Approval for payment of remuneration to Non-Executive
Yes Directors
Memorandum of Interest: Shri Jugal Kishore Baid, Smt. Mukulika The presence of the Non-Executive Directors on the Board of
Baid, Shri Himanshu Baid and Shri Rishi Baid, are relatives of Shri Directors of your Company has helped your Company to achieve
Aaryaman Baid and concerned and interested in the Resolution. multifold growth. Each Non-Executive Director brings to the Board

2022-23
27
vast experience and intellect in multifarious fields relevant to unique Item No. 14 Approve remuneration payable to M/s. Jai Prakash &
requirements of your Company. Company, Cost Accountants, the Cost Auditor of the Company.
In the light of services rendered by the Non-Executive Directors for The Board of Directors of the Company, on the recommendation of
the business of the Company and in keeping with best corporate the Audit Committee, approved the appointment and remuneration of
principles, it is considered desirable that Non-Executive Directors are M/s. Jai Prakash & Company, Cost Accountants, to conduct the audit
remunerated for their contribution. of the cost records of the Company for the financial year ending 31st
March 2025.
In terms of the proviso to Section 197(1) of the Companies Act, 2013,
a Company can remunerate/ make payment by way of commission In accordance with the provision of section 148 of the Companies
to its Non-Executive Directors for a sum not exceeding 1% of the Act, 2013, read with the Companies (Audit and Auditors) Rules,
Profits as computed as per provision of the Act, if the Company 2014, the remuneration payable to the Cost Auditors is required to be
has a Managing Director or Executive Director. Further pursuant to ratified by the Members of the Company.
regulations of SEBI (LODR) Regulations, 2015, all fees/compensation,
if any, paid to Non-Executive Directors of the Company, shall be fixed The Board recommends the Ordinary Resolution set out in Item No
by the Board of Directors and shall require the prior approval of the 14 of the Notice for approval by the Members.
Shareholders at a General Meeting.
None of the Directors or Key Managerial Personnel of the Company
Based on the recommendations of the Nomination & Remuneration or their relatives are in anyway concerned or interested, financially or
Committee in its meeting held on 22nd July, 2024, the Board of otherwise, in the resolution set out in Item No 14 of this Notice.
Directors in its meeting held on 22nd July, 2024, subject to the
approval of the Shareholders, has approved the payment of Annual
Commission of ` 18,00,000 to each Non-Executive Director of the By order of the Board
Company with effect from 1st April, 2024 subject to the ceiling as Avinash Chandra
per Companies Act 2013, in addition to the sitting fees payable to Company Secretary
such directors for attending the Board and Committee meetings and M. No. : A32270
reimbursement of expenses, if any. All the Directors of the Company
and their relatives may be deemed to be concerned or interested in Date: 31st August, 2024
this Resolution to the extent of commission that may be payable to Registered Office:
them from time to time. 232-B, 3rd Floor, Okhla Industrial Estate, Phase III,
New Delhi -110020.
CIN: L40300DL1995PLC066923
E-mail: [email protected]
Annexure
Details of Directors seeking appointment/re-appointment at the Annual General Meeting
(Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and SS-2 on General Meeting)
a) Shri Devendra Raj Mehta and Shri Vimal Bhandari
Name of the Director Shri Devendra Raj Mehta Shri Vimal Bhandari
(DIN:01067895) (DIN: 00001318)
Date of Birth and Age 25th June, 1937, 87 Years 23rd August 1958 years, 66 Years
Date of first appointment on the Board 26th May, 2005 22nd July, 2024
Qualifications Law and Economics Graduate and Retired Commerce graduate and Chartered
IAS officer Accountant.
Expertise in Specific functional areas He has over 47 years of experience in He has over 35 years of experience in a
Administration, Industry & Banking, Foreign range of businesses in the financial services
Trade Regulations and Corporate. industry
No. of Board Meetings attended during the 5 0
Financial Year 2023-24
Remuneration last drawn Not Applicable Not Applicable
Relationship with any Director(s) and Key Not related to any other Directors and Key Not related to any other Directors and Key
Managerial Personnel of the Company Managerial Personnel of the Company Managerial Personnel of the Company
Directorship of other Companies 1. Baif Institute For Sustainable Livelihood 1. Escorts Kubota Limited
And Development. 2. Bharat Forge Limited
2. Atul Rajasthan Date Palms Limited 3. JK Tyre & Industries Limited
3. Gandhi Research Foundation 4. KEC International Limited
4. Surefin Advisors Private Limited 5. Arka Fincap Limited
5. Agriglow Farmer Producer Company 6. HDFC Trustee Company Ltd. (Trustee of
Limited HDFC Mutual Fund)
6. JMC Projects (India) Limited 7. Kirloskar Management Services Private
7. Glenmark Generics Limited Limited
8. Gandhi Research Foundation 8. Arka Financial Holdings Private Limited

28
Chairmanship(s)/Membership(s) of None Escorts Kubota Limited

Committees of other Companies • Audit Committee-Chairman
• Nomination and Remuneration
Committee – Chairman
• Stakeholder Relationship Committee
-Member
JK Tyre & Industries Limited
Committee – Member
Bharat Forge Limited
• Audit Committee-Member
Committee – Member
• Risk Management Committee – Member
Number of Shares held in the Company NIL NIL
Key terms and conditions of reappointment As per the resolution in Item no. 4 of this As per the resolution in Item no. 8 of this
Notice read with the explanatory statement Notice read with the explanatory statement
thereto. thereto
Details of remuneration sought to be paid Eligibility for sitting fees and Commission As per the resolution in Item no. 8 of this
paid to non executive Director as approved Notice read with the explanatory statement
by the Board thereto
Resignation from Listed Entities in past Jain Irrigation Systems Limited DCM Shriram Limited
three years Glanmark Pharmaceuticals Limited Kalpataru Projects International Limited
MM Auto Industries Private Limited RBL Bank Limited
Details of Director seeking appointment/re-appointment at the Annual General Meeting

b) Shri Alessandro Balboni and Smt. Mukulika Baid
Name of the Director Shri Alessandro Balboni Smt. Mukulika Baid

(DIN: 08119143) (DIN: 02900103)
Date of Birth and Age 25th October, 1961, 62 years 27th September, 1949, 74 years
Date of first appointment on the Board 10 May, 2018
th
30th July, 2014
Qualifications BA Engineering Master of Science, degree in Bachelor’s degree in arts (B.A)
Business Administration from University of
Bologna
Expertise in Specific functional areas Around 21 years of experience in leading Around 23 years of experience in
healthcare industry and Sales in Europe. Management and Marketing
Remuneration last drawn Not Applicable Not Applicable
Relationship with any Director(s) and Key Not related to any other Director and Key Smt. Mukulika Baid, is a director and related
Managerial Personnel of the Company Managerial Personnel of the Company to Shri Jugal Kishore Baid, Director, Shri
Himanshu Baid, Managing Director, Shri
Rishi Baid, Joint Managing Director and Shri
Vishal Baid, Sr. President (Corporate Sales
and Marketing).
Directorship of other Companies 1.Poly Medicure B.V., Netherland None
2.Plan Health S.R.L., Italy
Chairmanship(s)/Membership(s) of None None
Committees of other Companies
Number of Shares held in the Company. Nil 30,62,400 (3.19 %)

2022-23
29
Key terms and conditions of reappointment As per the resolution in Item no. 3 of this As per the resolution in Item no. 9 of this
Notice. Notice read with the explanatory statement
thereto.
Details of remuneration sought to be paid Eligibility for sitting fees and Commission Eligibility for sitting fees and Commission
paid to non executive Director as approved paid to non executive Director as approved
by the Board by the Board
Resignation from Listed Entities in past Nil Nil
three years
Details of Director seeking appointment/re-appointment at the Annual General Meeting

c) Shri Himanshu Baid and Shri Rishi Baid
Name of the Director Shri Himanshu Baid Shri Rishi Baid

(DIN: 00014008) (DIN: 00048585)
Date of Birth and Age 8th June, 1968, 56 years 2nd June, 1972, 52 years
Date of First Appointment on the Board 30th March, 1995 30th March, 1995
Qualifications Electronics Engineer BSME, MSME
Expertise in Specific functional areas Around 26 years of experience in Around 26 years of experience in
Management and Marketing Management and Marketing
Remuneration last drawn ` 1717.81 Lacs ` 1668.18 Lacs
Remuneration proposed to be drawn Refer to the Explanatory Statement Refer to the Explanatory Statement
Relationship with any Director(s) and Key Shri Himanshu Baid, is a director and related Shri Rishi Baid, is a director and related to
Managerial Personnel of the Company to Shri Jugal Kishore Baid (Father), Director, Shri Jugal Kishore Baid (Father), Director,
Smt. Mukulika Baid (Mother), Director, Shri Smt. Mukulika Baid (Mother), Director, Shri
Rishi Baid, Joint Managing Director (Brother) Himanshu Baid, Managing Director (Brother)
and Shri Vishal Baid (Brother), Sr. President and Shri Vishal Baid (Brother), Sr. President
(Corporate Sales and Marketing). (Corporate Sales and Marketing).
Directorship of other Companies 1. Poly Medicure (Laiyang) Co., Limited, 1. Poly Medicure (Lai yang) Co., Ltd, China
China 2. Poly Health Inc., USA
2. Polycure Martech Limited 3. Ultra for Medical Products, Egypt
3. Ultra for Medical Products, Egypt 4. Poly Medicure B.V., Netherlands
4. Poly Medicure B.V., Netherlands 5. Plan1 Health India Pvt. Ltd.
5. PHD Chamber of Commerce and Industry 6. Plan1 Health S.r.l., Italy
6. Plan1 Health India Pvt. Ltd.
7. Exicom Tele-Systems Limited
Chairmanship(s)/Membership(s) of Exicom Tele-Systems Limited NIL
Committees of other Companies • Nomination & Remuneration Committee
– Member
Number of Shares held in the Company 79,07,642 97,66,356
Listed entities in which the director has Jai Polypan Pvt. Ltd. Jai Polypan Pvt. Ltd.
resigned in the past three years
Terms and Conditions of appointment / As per the resolution in Item no. 6 of this As per the resolution in Item no. 7 of this
re-appointment Notice read with the explanatory statement Notice read with the explanatory statement
thereto thereto

30
AMENDED ARTICLES OF ASSOCIATION k) “Depository” means a Company formed and registered

under the Act and which has been granted a certificate
THE COMPANIES ACT, 2013 of registration by SEBI under the Securities & Exchange
(COMPANY LIMITED BY SHARES) Board of India Act, 1992;
ARTICLES OF ASSOCIATION
OF l) “Directors” means the Directors appointed to the Board of
POLY MEDICURE LIMITED the Company;
(INCORPORATED UNDER THE COMPANIES ACT, 1956)
m) “Document” includes summons, notice, requisition, order,
The following regulations comprised in these Articles of Association declaration, form and register, whether issued sent or kept
were adopted pursuant to members’ resolution passed at the 29TH in pursuance of this Act or under any other law for the
Annual General Meeting of the Company held on September 26, time being in force or otherwise, maintained on proper or
2024 in substitution for, and to the entire exclusion of, the earlier in electronic form;
regulations comprised in the extant Articles of Association of the
Company. n) “Extra-Ordinary General Meeting” means an Extra-
Ordinary General meeting of the members duly called and
PRELIMINARY constituted and any adjourned holding thereof;
1. Subject to the regulations hereinafter provided, the regulations
contained in Table ‘F’ in the First Schedule to the Companies o) “Meeting” or “General Meeting” means a meeting of the
Act, 2013 shall apply to the Company, except in so far as they Members. “Annual General Meeting” means a General
are otherwise expressly incorporated herein below. Meeting of the Members held in accordance with the
provisions of Section 96 of the Act;
INTERPRETATION
2. In these regulations, the following words, and expressions, p) “Member” means the member of the Company as
unless repugnant to the subject, shall mean the following: defined in sub-section (55) of section 2 of the Act or any
amendment thereof;
a) “Act” means the Companies Act, 2013 and other statutory
modifications or re-enactments thereof for the time being q) “Month” shall mean the calendar month;
in force, including wherever applicable the rules framed
thereunder; r) “Office” means the Registered Office for the time being of
the Company;
b) “Applicable Law” means laws of India, as applicable
including, inter alia, all applicable statutes, enactments, s) “Proxy” includes Attorney duly constituted under a power
acts of legislature, ordinances, rules, by-laws, regulations, of Attorney;
notifications, guidelines, policies, directions, directives,
circular, and orders of any Governmental, statutory, t) “Registrar” means the Registrar of Companies of the
Authority, regulatory body, tribunal, stock exchange, or rule, State in which the registered office of the Company is, for
order or decree of any court, quasi- judicial authority or the time being, situated;
any arbitral tribunal, or directive, delegated or subordinate
legislation in any applicable jurisdiction inside or outside u) “Remuneration” means any money or its equivalent given
India; or passed to any person for services rendered by him and
includes perquisites as defined under the Income Tax Act,
c) “Articles” means the Articles of Association of the 1961;
Company;
v) “Rules” means the applicable rules for the time being in
d) “Board of Directors” or “Board”, in relation to a Company, force as prescribed under relevant sections of the Act;
means the collective body of the Directors of the Company;
w) “Seal” means the Common Seal of the Company;
e) “Board Meeting” means a meeting of the Directors duly
called and constituted or as the case may be, the Directors x) “Securities” means the securities as defined in clause (h)
assembled at a Board, or the requisite number of Directors of section 2 of the Securities Contracts (Regulation) Act,
entitled to pass a circular resolution in accordance with 1956;
these Articles;
y) “SEBI” means Securities and Exchange Board of India
f) “Beneficial owner” means a person or persons whose established under section 3 of the Securities and Exchange
name(s) is/are recorded in the Register maintained by a Board of India Act, 1992;
Depository under the Depositories Act, 1996;
z) “Shares” means the shares in the share capital of a
g) “Company” means Poly Medicure Limited; Company and includes stock;
h) “Company Secretary” or “Secretary” means a Company aa) “Special Resolution” shall have the meaning
Secretary as defined in clause (c) of sub-section (1) of assigned thereto by Section 114 of the Act;
section 2 of the Company Secretaries Act, 1980 who is
appointed by a Company to perform the functions of a bb) “Sweat Equity Shares” means such equity shares
Company Secretary under this Act; as are issued by a Company to its Directors or
employees at a discount or for consideration, other
i) “Debenture” includes debenture stock, bonds or any other than cash, for providing their know-how or making
instrument of a Company evidencing a debt, whether available rights in the nature of intellectual property
constituting a charge on the assets of the Company or not; rights or value additions, by whatever name called;
j) “Dividend” includes any interim dividend;

2022-23
31
cc) “Tribunal” means the National Company Law 8. Subject to the provisions of the section 62 of the Act and these
Tribunal constituted under section 408 of the Act; Articles, the shares in the capital of the Company shall be under
the control of the Directors who may issue, allot or otherwise
dd) “Voting Right” means right of a member of a dispose of the same or any of them to such persons, in such
Company to vote in any meeting of the Company or proportion and on such terms and conditions and either at a
by means of postal ballot; premium or at par and at such time as they may from time to
time think fit.
ee) “Video Conferencing or Other Audio-Visual” means
audio- visual electronic communication facility 9. If the Company shall offer any of its shares to the public for
employed which enables all the persons participating subscription, such offer shall be made in accordance with the
in a meeting to communicate concurrently with each provisions of Part I of Chapter III and other relevant provisions
other without an intermediary and to participate of the Act.
effectively in the meeting;
10. Subject to the provisions of the Act and these Articles, the Board
ff) Words importing “persons” shall, where the context may allot and issue shares in the capital of the Company as
requires, include bodies corporate and companies as payment or part-payment for any property or assets of any kind
well as individuals; whatsoever, sold or to be sold or transferred or to be transferred
or for goods or machinery supplied or to be supplied for service
gg) “Whole-time Director” includes Director in the whole- rendered or to be rendered for technical assistance or know-
time employment of the Company; how made or to be made available to the Company or the
conduct of its business, and shares which may be so allotted
hh) “Working Day” means all days except national may be issued as fully or partly paid-up otherwise than in cash
holidays; and, if so issued, shall be deemed to be fully or partly paid as
the case may be.
ii) “Year” means the “Financial Year” as provided under
sub section (41) of Section 2 of the Act; 11. The Company may increase its subscribed capital on exercise
of an option attached to the debentures issued or loans raised
jj) Words imputing the masculine gender shall also by the Company to convert such debentures or loans into
include feminine gender; shares in the Company.
kk) Words imputing the singular number includes plural 12. The Company may issue the following kinds of shares in
where the context so requires; and accordance with these Articles, the Act, the Rules and other
applicable laws:
ll) ‘in writing’ and ‘written’ includes printing, lithography
and any other mode of representing or reproducing (a) Equity share capital:
words in a visible form.
(i) with voting rights; and / or
3. Unless the context otherwise requires, words or expressions
contained in these regulations shall bear the same meaning (ii) with differential rights as to dividend, voting or
as in the Act or any statutory modification thereof in force at otherwise in accordance with the Rules; and
the date at which these regulations become binding on the
Company. (b) Preference share capital
4. Notwithstanding anything contained in these Articles, such 13. Subject to the provisions of Section 55 of the Act and rules
provisions and regulations as may be prescribed by the made thereunder, the Company shall have the power to issue
legislature, as compulsory, by later enactments relating to preference shares which are or at the option of the Company
Companies, shall have priority of observance under such are liable to be redeemed within such period as provided in
circumstances. the Act from the date of issue and the resolution authorising
such issue shall prescribe the manner, terms and conditions of
SHARE CAPITAL redemption.
5. The authorized share capital of the Company will be as stated 14. On the issue of Redeemable Preference Shares, the following
in Clause V of the Memorandum of Association of the Company provisions shall take effect:
as altered from time to time.
(a) No such shares shall be redeemed except out of profits
6. The Company may, from time to time, by ordinary resolution, of the Company which would otherwise be available for
shall have the power to increase the share capital by such sum, dividend or out of the proceeds of a fresh issue of shares
to be divided into shares of such amount, as may be specified for the purpose of the redemption.
in the resolution.
(b) No such shares shall be redeemed unless they are fully
7. Subject to the provisions of section 61, the Company may paid.
by ordinary resolution, sub- divide, consolidate, reduce or re-
classify the capital for the time being into several classes and to (c) The premium, if any, payable on redemption must have
attach thereto respectively such preferential, deferred, qualified been provided for out of the profits of the Company or the
or special rights, privileges or conditions as may be determined Company’s share premium account before the shares are
by or in accordance with the provisions of the Act and the redeemed.
Applicable Law and to vary, modify or abrogate any such rights,
privileges or conditions in such manner as may for the time (d) Where any such shares are redeemed otherwise than
being be provided by these regulations. out of the proceeds of a fresh issue, there shall, out of
profits which would otherwise be available for dividend,
be transferred to a reserve fund, to be called the “Capital

32
Redemption Reserve Account”, a sum equal to the nominal apply to the increase of the subscribed capital of a Company
amount of the share redeemed and the provisions of the caused by the exercise of an option as a term attached to the
Act relating to the reduction of the share capital of the Debentures issued or loan raised by the Company to convert
Company shall, except as provided in Section 55 of the such Debentures or loans into shares in the Company.
Act apply as if the Capital Redemption Reserve Account
were paid up share capital of the Company. Provided that the terms of issue of such Debentures or loan
containing such an option have been approved before the issue
15. A person subscribing to shares offered by the Company shall of such Debentures or the raising of loan by a Special Resolution
hold the shares in a dematerialised state with a depository. passed by the Company in a General Meeting.
Where a person opts to hold any share with the depository, the
Company shall intimate such depository the details of allotment 21. Notwithstanding anything contained in Section 53 of the Act,
of the share to enable the depository to enter in its records the but subject to the provisions of Section 54 read with Rules
name of such person as the beneficial owner of that share. made there under with the regulations made by the SEBI, the
Company may issue Sweat Equity Shares of a class of shares
VARIATION OF RIGHTS OF MEMBERS already issued in accordance with the provisions of the Act and
the regulations made by the SEBI.
16. (a) If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless 22. The Company may issue Debentures or other forms of securities,
otherwise provided by the terms of issue of the shares of as defined under the Securities Contracts (Regulation) Act, 1956
that class) may, subject to the provisions of Section 48 of and Rules issued thereunder in compliance with the provisions
the Act, and whether or not the Company is being wound of the Act, SEBI Regulations and other laws, as applicable to the
up, be varied with the consent in writing of the holders Company.
of not less than three-fourth of the issued shares of that
class, or with the sanction of a special resolution passed REGISTERS TO BE MAINTAINED BY THE COMPANY
at a separate meeting of the holders of the shares of that
class. 23. The Company shall, in terms of the provisions of Section 88 of
the Act, cause to be kept the following registers in terms of the
(b) To every such separate meeting, the provisions of these applicable provisions of the Act:
Articles relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall (a) A Register of Members indicating separately for each
be at least two persons holding at least one-third of the class of Equity Shares and preference shares held by each
issued shares. Member residing in or outside India;
17. The rights conferred upon the holders of the shares of any class (b) A Register of Debenture holders; and
issued with preferred or other rights shall not, unless otherwise
expressly provided by the terms of issue of the shares of that (c) A Register of any other security holders.
class, be deemed to be varied by the creation or issue of further
shares ranking pari-passu therewith. 24. The Statutory Registers shall be kept and maintained in the
manner prescribed under the Act.
FURTHER ISSUE OF SHARES
SHARE CERTIFICATE
18. The Board or the Company, as the case may be, may, in
accordance with the Act and the Rules, issue further shares to- 25. Issue of Certificate:
(a) persons who, at the date of offer, are holders of equity (a) Every person whose name is entered as a member in the register
shares of the Company; such offer shall be deemed to of members shall be entitled to receive within two (2) months
include a right exercisable by the person concerned to after incorporation, in case of subscribers to the memorandum
renounce the shares offered to him or any of them in or after allotment or within one (1) month after the application
favour of any other person; or for the registration of transfer or transmission or within such
other period as the conditions of issue shall be provided:
(b) employees under any scheme of employees’ stock option;
or i. one certificate for all his shares without payment of any
charges; or
(c) any persons, whether or not those persons include the
persons referred to in clause (a) or clause (b) above. ii. several certificates, each for one or more of his shares,
upon payment of twenty rupees for each certificate after
19. A further issue of shares may be made in any manner whatsoever the first.
as the Board may determine including by way of preferential
offer or private placement, subject to and in accordance with (b) Every certificate shall specify the shares to which it relates
the provisions of Section 42 and Section 62 of the Act and the and the amount paid-up thereon and shall be signed by two
Rules. directors or by a director and the Company secretary, wherever
the Company has appointed a Company secretary.
20. Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust, and the Company Provided that in case the Company has a Seal, it shall be affixed
shall not be bound by, or be compelled in any way to recognise in the presence of the persons required to sign the certificate.
(even when having notice thereof) any equitable, contingent,
future or partial interest in any share, or any interest in any (c) In respect of any share or shares held jointly by several
fractional part of a share, or (except only as by these regulations persons, the Company shall not be bound to issue more than
or by law otherwise provided) any other rights in respect of one certificate, and delivery of a certificate for a share to one
any share except an absolute right to the entirety thereof in of several joint holders shall be sufficient delivery to all such
the registered holder. Nothing in the Articles 18 and 19 shall holders.

2022-23
33
(d) The Company shall issue, re-issue and issue duplicate share voting at meetings and the transfer of shares, be deemed the
certificates in accordance with the provisions of the Act and in sole holder thereof, but the joint holders of such Shares shall be
the form and manner prescribed under the Companies (Share severally as well as jointly liable for the payment of all deposits,
Capital and Debentures) Rules, 2014. instalments and calls due in respect of such Shares, and for all
incidents thereof according to these Articles.
(e) A duplicate certificate of shares may be issued, if such
certificate: (o) Except as ordered by a court of competent jurisdiction or as may
be required by Applicable Law, the Company shall be entitled
(i) is proved to have been lost or destroyed; or to treat the Member whose name appears on the Register of
Members as the holder of such Equity Shares or whose name
(ii) has been defaced, mutilated or torn; and is surrendered to appears as the beneficial owner of such Equity Shares in the
the Company. records of the Depository, as the absolute owner thereof and
accordingly shall not be bound to recognise any benami, trust
(f) The Company shall be entitled to dematerialize its existing or equity or equitable, contingent or other claim to or interest in
Shares, rematerialize its Shares held in the depository and/or to such Equity Shares on the part of any other Person whether or
offer its fresh shares in a dematerialized form pursuant to the not such Member shall have express or implied notice thereof.
Depositories Act, and the regulations framed there under, if any. The Board shall be entitled at their sole discretion to register
any Equity Shares in the joint names of any 2 (two) or more
(g) If any share certificate be worn out, defaced, mutilated or torn Persons or the survivor or survivors of them. The Company
or if there be no further space on the back for endorsement shall not be bound to register more than 3 (three) persons as
of transfer, then upon production and surrender thereof to the the joint holders of any share except in the case of executors or
Company, a new certificate may be issued in lieu thereof, and trustees of a deceased member.
if any certificate is lost or destroyed then upon proof thereof
to the satisfaction of the Company and on execution of such COMMISSION FOR PLACING SHARES
indemnity as the Company deem adequate, a new certificate
in lieu thereof shall be given. Every certificate under this 26. (a) The Company may exercise the powers of paying
Article shall be issued on payment of twenty rupees for each commissions conferred by sub-section (6) of Section 40
certificate. The provisions of Articles (a) and (b) shall mutatis of the Act, provided that the rate percent or the amount
mutandis apply to debentures of the Company. of the commission paid or agreed to be paid shall be
disclosed in the manner required by that section and rules
(h) The provisions of the foregoing Articles relating to issue of made thereunder.
certificates shall mutatis mutandis apply to issue of certificates
for any other Securities including debentures (except where the (b) The rate or amount of the commission shall not exceed
Act otherwise requires) of the Company. the rate or amount prescribed in rules made under sub-
section (6) of Section 40 of the Act.
(i) When a new share certificate has been issued in pursuance of
sub-article (h) of this Article, it shall be in the form and manner (c) The commission may be satisfied by the payment of cash
stated under the Companies (Share Capital and Debentures) or the allotment of fully or partly paid shares or partly in
Rules, 2014. the one way and partly in the other.
(j) All blank forms to be used for issue of share certificates shall be COMPANY’S LIEN
printed and the printing shall be done only on the authority of a
resolution of the Board. The blank forms shall be consecutively 27. The Company shall have a first and paramount lien:
machine–numbered and the forms and the blocks, engravings,
facsimiles and hues relating to the printing of such forms shall (a) on every share (not being a fully paid share), for all monies
be kept in the custody of the Secretary or of such other person (whether presently payable or not) called, or payable at a fixed
as the Board may authorize for the purpose and the Secretary time, in respect of that share; and
or the other person aforesaid shall be responsible for rendering
an account of these forms to the Board. Every forfeited or (b) on all shares (not being fully paid shares) standing registered in
surrendered share held in material form shall continue to bear the name of a single person, for all monies presently payable by
the number by which the same was originally distinguished. him or his estate to the Company.
(k) The Company Secretary of the Company shall be responsible Provided that the Board of directors may at any time declare
for the maintenance, preservation and safe custody of all any share to be wholly or in part exempt from the provisions of
books and documents relating to the issue of share certificates this Article.
including the blank forms of the share certificate referred to in
sub- Article (j) of this Article. 28. The Company’s lien, if any, on a share shall extend to all
dividends payable and bonuses declared from time to time in
(l) All books referred to in sub-Article (k) of this Article, shall be respect of such shares for any money owing to the Company.
preserved in the manner specified in the Companies (Share
Capital and Debentures) Rules, 2014. 29. The Company may sell, in such manner as the Board thinks fit,
any shares on which the Company has a lien.
(m) The details in relation to any renewal or duplicate share
certificates shall be entered into the register of renewed and Provided that no sale shall be made:
duplicate share certificates, as prescribed under the Companies
(Share Capital and Debentures) Rules, 2014. (a) unless a sum in respect of which the lien exists is presently
payable; or
(n) If any Shares stands in the names of 2 (two) or more Persons,
the Person first named in the Register of Members shall as (b) until the expiration of 14 (fourteen) days after a notice in
regards receipt of Dividends or bonus, or service of notices and writing stating and demanding payment of such part of the
all or any other matters connected with the Company except amount in respect of which the lien exists as is presently

34
payable, has been given to the registered holder for the 38. A call shall be deemed to have been made at the time when
time being of the share or the person entitled thereto by the resolution of the Board authorising the call was passed and
reason of his death or insolvency or otherwise. may be required to be paid by instalments.
30. Validity of Sale: 39. The joint holders of a share shall be jointly and severally liable
to pay all calls in respect thereof.
(a) To give effect to any such sale, the Board may authorize some
person to transfer the shares sold to the purchaser thereof. 40. (a) If a sum called in respect of a share is not paid before or
on the day appointed for payment thereof (the “due date”),
(b) The purchaser shall be registered as the holder of the shares the person from whom the sum is due shall pay interest
comprised in any such transfer. thereon from the due date to the time of actual payment at
such rate as may be fixed by the Board.
(c) The receipt of the consideration (if any) by the Company on
the sale of any shares (subject, if necessary, to execution of an (b) The Board shall be at liberty to waive payment of any such
instrument of transfer or a transfer by relevant system, as the interest wholly or in part.
case may be) shall constitute a good title to the share and the
purchaser shall be registered as the holder of the share. 41. Any sum which by the terms of issue of a share becomes
payable on allotment or at any fixed date, whether on account
(d) The purchaser shall not be bound to see to the application of of the nominal value of the share or by way of premium, shall,
the purchase money, nor shall his title to the shares be affected for the purposes of these Articles, be deemed to be a call duly
by any irregularity or invalidity in the proceedings in reference to made and payable on the date on which by the terms of issue
the sale. such sum becomes payable.
31. Application of Sale Proceeds: 42. In case of non-payment of such sum, all the relevant provisions
of these Articles as to payment of interest and expenses,
(a) The proceeds of the sale shall be received by the Company forfeiture or otherwise shall apply as if such sum had become
and applied in payment of such part of the amount in payable by virtue of a call duly made and notified.
respect of which the lien exists as is presently payable;
43. The Board:-
(b) The residue, if any, shall, subject to a like lien for sums not
presently payable as existed upon the shares before the (a) may, if it thinks fit, receive from any member willing to
sale, be paid to the person entitled to the shares at the advance the same, all or any part of the monies uncalled
date of the sale. and unpaid upon any shares held by him; and
32. In exercising its lien, the Company shall be entitled to treat the (b) upon all or any of the monies so advanced, may (until
registered holder of any share as the absolute owner thereof the same would, but for such advance, become presently
and accordingly shall not (except as ordered by a court of payable) pay interest at such rate as may be fixed by the
competent jurisdiction or unless required by any statute) be Board, not exceeding, unless the Company in General
bound to recognise any equitable or other claim to, or interest Meeting shall otherwise direct, twelve per cent per annum,
in, such share on the part of any other person, whether a creditor as may be agreed upon between the Board and the
of the registered holder or otherwise. The Company’s lien shall member paying the sum in advance. Nothing contained in
prevail notwithstanding that it has received notice of any such this Article, shall confer on the member (a) any right to
claim. participate in profits or dividends or (b) any voting rights
in respect of the moneys so paid by him until the same
33. The provisions of these Articles relating to lien shall mutatis would, but for such payment, become presently payable
mutandis apply to any other Securities including debentures of by him.
the Company.
44. If by the conditions of allotment of any shares, the whole or
CALLS ON SHARES part of the amount of issue price thereof shall be payable by
instalments, then every such instalment shall, when due, be paid
34. The Board may, from time to time, make calls upon the to the Company by the person who, for the time being and from
members in respect of any monies unpaid on their shares time to time, is or shall be the registered holder of the share or
(whether on account of the nominal value of the shares or by the legal representative of a deceased registered holder.
way of premium) and not by the conditions of allotment thereof
made payable at fixed times. 45. All calls shall be made on a uniform basis on all shares falling
under the same class.
35. Each member shall, subject to receiving at least 14 (fourteen)
days’ notice specifying the time or times and place of payment, Explanation: Shares of the same nominal value on which
pay to the Company, at the time or times and place so specified, different amounts have been paid-up shall not be deemed to
the amount called on his shares. fall under the same class.
36. The Board may, from time to time, at its discretion, extend 46. Neither a judgment nor a decree in favour of the Company for
the time fixed for the payment of any call in respect of one calls or other moneys due in respect of any shares nor any part
or more Members as the Board may deem appropriate in any payment or satisfaction thereof nor the receipt by the Company
circumstance. of a portion of any money which shall from time to time be due
from any member in respect of any shares either by way of
37. A call may be revoked or postponed at the discretion of the principal or interest nor any indulgence granted by the Company
Board. in respect of payment of any such money shall preclude the
forfeiture of such shares as herein provided.

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47. The provisions of these Articles relating to calls shall mutatis sole holder, shall be the only persons recognised by the
mutandis apply to any other Securities including debentures of Company as having any title to his interest in the shares.
the Company.
(b) Nothing in clause (a) shall release the estate of a deceased
TRANSFER OF SHARES joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
48. Instrument of Transfer:
53. Transmission and Rights of Transmission:
(a) The instrument of transfer of any share in the Company
shall be executed by or on behalf of both the transferor (a) Any person becoming entitled to a share in consequence
and transferee. of the death or insolvency of a member may, upon
such evidence being produced as may from time to
(b) The transferor shall be deemed to remain a holder of the time properly be required by the Board and subject as
share until the name of the transferee is entered in the hereinafter provided, elect, either:
register of members in respect thereof.
i. to be registered himself as holder of the share; or
(c) In case of shares held in physical form, the Board may
decline to recognize any instrument of transfer unless: ii. to make such transfer of the share as the deceased
or insolvent member could have made.
i. the instrument of transfer is in the form as prescribed
in rules made under sub-section (1) of Section 56 of (b) The Board shall, in either case, have the same right to
the Act; decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share
ii. the instrument of transfer is accompanied by the before his death or insolvency.
certificate of the shares to which it relates, and
such other evidence as the Board may reasonably (c) The Company shall be fully indemnified by such person
require to show the right of the transferor to make from all liability, if any, by actions taken by the Board to
the transfer; and give effect to such registration or transfer.
iii. the instrument of transfer is in respect of only one (d) If the person so becoming entitled shall elect to be
class of shares. registered as holder of the share himself, he shall deliver
or send to the Company a notice in writing signed by him
49. The Board may, subject to the right of appeal conferred by stating that he so elects.
Section 58 of the Act, decline to register:
(e) If the person aforesaid shall elect to transfer the share,
(a) the transfer of a share, not being a fully paid share, to a he shall testify his election by executing a transfer of the
person of whom they do not approve; or share.
(b) any transfer of shares on which the Company has a lien; or (f) All the limitations, restrictions and provisions of these
Article relating to the right to transfer and the registration
(c) any transfer of shares where any statutory prohibition of transfers of shares shall be applicable to any such
or any attachment or prohibitory order of a competent notice or transfer as aforesaid as if the death or insolvency
authority restrains the Company from transferring the of the member had not occurred and the notice or transfer
shares out of the name of the transferor; or were a transfer signed by that member.
(d) any transfer of shares where the transferor objects to 54. A person becoming entitled to a share by reason of the death or
the transfer provided he serves on the Company within insolvency of the holder shall be entitled to the same dividends
a reasonable time a prohibitory order of a Court of and other advantages to which he would be entitled if he were
competent jurisdiction. the registered holder of the share, except that he shall not,
before being registered as a member in respect of the share,
50. On giving not less than 7 (seven) days’ previous notice be entitled in respect of it to exercise any right conferred by
in accordance with Section 91 of the Act and rules made membership in relation to meetings of the Company.
thereunder, the registration of transfers may be suspended at
such times and for such periods as the Board may from time to 55. Provided that the Board may, at any time, give notice requiring
time determine. any such person to elect either to be registered himself or to
transfer the share, and if the notice is not complied with within
Provided that such registration shall not be suspended for more 90 (ninety) days, the Board may thereafter withhold payment of
than 30 (thirty) days at any one time or for more than 45 (forty- all dividends, bonuses or other monies payable in respect of the
five) days in the aggregate in any year. share, until the requirements of the notice have been complied
with.
51. The provisions of these Articles relating to transfer of shares
shall mutatis mutandis apply to any other securities including 56. The Company shall incur no liability or responsibility whatever
debentures of the Company. in consequence of its registering or giving effect to any transfer
of shares made or purporting to be made by any apparent legal
TRANSMISSION OF SHARES owner thereof (as shown or appearing in the register of members)
to the prejudice of persons having or claiming any equitable
52. Title to Shares of Deceased Members: right, title or interest to or in the said shares, notwithstanding
that the Company may have had notice of such equitable right,
(a) On the death of a member, the survivor or survivors title or interest or notice prohibiting registration of such transfer,
where the member was a joint holder, and his nominee and may have entered such notice, or referred thereto in any
or nominees or legal representatives where he was a book of the Company, and the Company shall not be bound or

36
required to regard or attend or give effect to any notice which (b) The register and index of Beneficial Owners maintained by
may be given to it of any equitable right, title or interest or be a Depository under the Depositories Act shall be deemed
under any liability whatsoever for refusing or neglecting to do, to be a register and index of members for the purposes of
though it may have been entered or referred to in some book of this Act. The Company shall have the power to keep in any
the Company; but the Company shall nevertheless be at liberty state or country outside India a register resident in that
to regard and attend to any such notice; and give effect thereto state or country.
if the Board shall so think fit.
64. Upon receipt of certificate of securities on surrender by a person
57. The provisions of these Articles relating to transmission by who has entered into an agreement with the Depository through
operation of law shall mutatis mutandis apply to any other a participant, the Company shall cancel such certificates and
Securities including debentures of the Company. shall substitute in its record, the name of the Depository as the
registered owner in respect of the said Securities and shall also
DEMATERIALIZATION OF SECURITIES inform the Depository accordingly.
58. Notwithstanding anything contained in these Articles, the 65. Notwithstanding anything contained in the Act or these Articles
Company shall be entitled to dematerialize its existing to the contrary, where Securities are held in a Depository, the
Securities, rematerialize its Securities held in the Depositories records of the beneficial ownership may be served by such
and/or to offer its fresh Securities in a dematerialized form Depository on the Company by means of electronic mode.
pursuant to the Depositories Act, 1996 (“Depository Act”) and
the rules framed thereunder, if any. 66. Transfer of Securities:
59. Subject to the applicable provisions of the Act, the Company may (a) Nothing contained in Section 56 of the Act or these
exercise an option to issue, dematerialize, hold the securities Articles shall apply to a transfer of Securities effected by
(including shares) with a Depository in electronic form and the transferor and transferee both of whom are entered as
certificates in respect thereof shall be dematerialized, in which Beneficial Owners in the records of a Depository.
event the rights and obligations of the parties concerned and
matters connected therewith or incidental thereto shall be (b) In the case of transfer or transmission of shares or
governed by the provisions of the Depositories Act. other Securities where the Company has not issued any
certificates and where such shares or Securities are being
60. If a Person opts to hold his Securities with a Depository, held in any electronic or fungible form in a Depository, the
the Company shall intimate such Depository the details of provisions of the Depositories Act shall apply.
allotment of the Securities and on receipt of the information,
the Depository shall enter in its record the name of the allottee 67. Notwithstanding anything in the Act or these Articles, where
as the Beneficial Owner of the Securities. Securities are dealt with by a Depository, the Company shall
intimate the details of allotment of relevant Securities thereof
61. All Securities held by a Depository shall be dematerialized and to the Depository immediately on allotment of such Securities.
be held in fungible form. Nothing contained in Sections 88, 89
and 186 of the Act shall apply to a Depository in respect of the 68. Nothing contained in the Act or these Articles regarding the
Securities held by it on behalf of the Beneficial Owners. necessity of having certificate number/distinctive numbers for
Securities issued by the Company shall apply to Securities held
62. Rights of Depositories & Beneficial Owners: with a Depository.
(a) Notwithstanding anything to the contrary contained in 69. Except as specifically provided in these Articles, the provisions
the Act or these Articles, a Depository shall be deemed relating to joint holders of shares, calls, lien on shares, forfeiture
to be the Registered Owner for the purposes of effecting of shares and transfer and transmission of shares shall be
transfer of ownership of Securities on behalf of the applicable to shares held in Depository so far as they apply to
Beneficial Owner. shares held in physical form subject to the provisions of the
Depositories Act.
(b) Save as otherwise provided in (a) above, the Depository as
the Registered Owner of the Securities shall not have any 70. Every Depository shall furnish to the Company information
voting rights or any other rights in respect of the Securities about the transfer of securities in the name of the Beneficial
held by it. Owner at such intervals and in such manner as may be specified
by Applicable Law and the Company in that behalf.
(c) Every person holding shares of the Company and whose
name is entered as the Beneficial Owner in the records 71. Subject to compliance with Applicable Law, if a Beneficial Owner
of the Depository shall be deemed to be a Member of the seeks to opt out of a Depository in respect of any Security, he
Company. shall inform the Depository accordingly. The Depository shall
on receipt of such information make appropriate entries in its
(d) The Beneficial Owner of Securities shall, in accordance records and shall inform the Company. The Company shall
with the provisions of these Articles and the Act, be within 30 (thirty) days of the receipt of intimation from a
entitled to all the rights and subject to all the liabilities in Depository and on fulfilment of such conditions and on payment
respect of his Securities, which are held by a Depository. of such fees as may be specified by the regulations, issue the
certificate of securities to the Beneficial Owner or the transferee
63. Register and Index of Beneficial Owners: as the case may be.
(a) The Company shall cause to be kept a register and index FORFEITURE OF SHARES
of members with details of shares and debentures held in
dematerialized forms in any media as may be permitted by 72. If a member fails to pay any call, or instalment of a call, on the
Applicable Law including any form of electronic media. day appointed for payment thereof, the Board may, at any time
thereafter during such time as any part of the call or instalment

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remains unpaid, serve a notice on him requiring payment of so 82. The liability of such person shall cease if and when the Company
much of the call or instalment as is unpaid, together with any shall have received payment in full of all such monies in respect
interest which may have accrued and all that may have been of the shares.
incurred by the Company by reason of non-payment.
83. A duly verified declaration in writing that the declarant is a
73. The notice aforesaid shall: director, the manager or the secretary of the Company, and that
a share in the Company has been duly forfeited on a date stated
(a) name a further day (not being earlier than the expiry of 14 in the declaration, shall be conclusive evidence of the facts
(fourteen) days from the date of service of the notice) on therein stated as against all persons claiming to be entitled to
or before which the payment required by the notice is to be the share.
made; and
84. The Company may receive the consideration, if any, given for
(b) state that, in the event of non-payment on or before the the share on any sale, re-allotment or disposal thereof and may
day so named, the shares in respect of which the call was execute a transfer of the share in favour of the person to whom
made shall be liable to be forfeited. the share is sold or disposed of.
74. If the requirements of any such notice as aforesaid are not 85. The transferee shall thereupon be registered as the holder of
complied with, any share in respect of which the notice has been the share.
given may, at any time thereafter, before the payment required
by the notice has been made, be forfeited by a resolution of the 86. The transferee shall not be bound to see to the application of
Board to that effect. the purchase money, if any, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in
75. Neither the receipt by the Company for a portion of any money reference to the forfeiture, sale, re-allotment or disposal of the
which may from time to time be due from any member in share.
respect of his shares, nor any indulgence that may be granted
by the Company in respect of payment of any such money, shall 87. Upon any sale after forfeiture or for enforcing a lien in exercise
preclude the Company from thereafter proceeding to enforce of the powers hereinabove given, the Board may, if necessary,
a forfeiture in respect of such shares as herein provided. Such appoint some person to execute an instrument for transfer of
forfeiture shall include all dividends declared or any other the shares sold and cause the purchaser’s name to be entered
moneys payable in respect of the forfeited shares and not in the register of members in respect of the shares sold and
actually paid before the forfeiture. after his name has been entered in the register of members
in respect of such shares the validity of the sale shall not be
76. When any share shall have been so forfeited, notice of the impeached by any person.
forfeiture shall be given to the defaulting member and an entry
of the forfeiture with the date thereof, shall forthwith be made 88. Upon any sale, re-allotment or other disposal under the
in the register of members but no forfeiture shall be invalidated provisions of the preceding Articles, the certificate(s), if any,
by any omission or neglect or any failure to give such notice or originally issued in respect of the relative shares shall (unless
make such entry as aforesaid. the same shall on demand by the Company has been previously
surrendered to it by the defaulting member) stand cancelled
77. The forfeiture of a share shall involve extinction at the time of and become null and void and be of no effect, and the Board
forfeiture, of all interest in and all claims and demands against shall be entitled to issue a duplicate certificate(s) in respect of
the Company, in respect of the share and all other rights the said shares to the person(s) entitled thereto.
incidental to the share.
89. The Board may, subject to the provisions of the Act, accept
78. A forfeited share shall be deemed to be the property of the a surrender of any share from or by any member desirous of
Company and may be sold or re-allotted or otherwise disposed surrendering them on such terms as they think fit.
of either to the person who was before such forfeiture the
holder thereof or entitled thereto or to any other person on such 90. The provisions of these Articles as to forfeiture shall apply in
terms and in such manner as the Board thinks fit. the case of non-payment of any sum which, by the terms of
issue of a share, becomes payable at a fixed time, whether on
79. At any time before a sale, re-allotment or disposal as aforesaid, account of the nominal value of the share or by way of premium,
the Board may cancel the forfeiture on such terms as it thinks as if the same had been payable by virtue of a call duly made
fit. and notified.
80. A person whose shares have been forfeited shall cease to 91. The provisions of these Articles relating to forfeiture of shares
be a member in respect of the forfeited shares, but shall, shall mutatis mutandis apply to any other Securities including
notwithstanding the forfeiture, remain liable to pay, and shall debentures of the Company.
pay, to the Company all monies which, at the date of forfeiture,
were presently payable by him to the Company in respect of the ALTERATION OF CAPITAL
shares.
92. Subject to these Articles and Section 61 of the Act, the Company
81. All such monies payable shall be paid together with interest may, by an ordinary resolution in General Meeting from time to
thereon at such rate as the Board may determine, from the time, alter the conditions of its memorandum as follows, that is
time of forfeiture until payment or realisation. The Board may, to say, it may:
if it thinks fit, but without being under any obligation to do so,
enforce the payment of the whole or any portion of the monies (a) increase its Share Capital by such amount as it thinks
due, without any allowance for the value of the shares at the expedient;
time of forfeiture or waive payment in whole or in part.
(b) consolidate and divide all or any of its Share Capital into
shares of larger amount than its existing shares:

38
Provided that no consolidation and division which results Board may in its discretion, with respect to any share which is
in changes in the voting percentage of Members shall fully paid-up on application in writing signed by the persons
take effect unless it is approved by the Tribunal on an registered as holder of the share, and authenticated, by such
application made in the prescribed manner; evidence (if any) as the Board may, from time to time, require
as to the identity of the person signing the application, and on
(c) convert all or any of its fully Paid up shares into stock, receiving the certificate (if any) of the share, and the amount of
and reconvert that stock into fully Paid up shares of any the stamp duty on the warrant and such fee as the Board may
denomination; from time to time require, issue a share warrant.
(d) sub-divide its existing Shares, or any of them, into shares 96. Deposit of share warrant:
of smaller amount than is fixed by the memorandum, so,
however, that in the sub-division the proportion between (a) The bearer of a share warrant may at any time deposit the
the amount paid and the amount, if any, unpaid on each warrant at the office of the Company, and so long as the
reduced share shall be the same as it was in the case of warrant remains so deposited, the depositor shall have the
the share from which the reduced share is derived; and same right of signing a requisition for calling a meeting of
the Company, and of attending, and voting and exercising
(e) cancel its Shares which, at the date of the passing of the the other privileges of a Member at any meeting held after
resolution in that behalf, have not been taken or agreed the expiry of two clear days from the time of deposit as if
to be taken by any person, and diminish the amount of its his name were inserted in the register of members as the
Share Capital by the amount of the shares so cancelled. holder of the share included in the deposited warrant.
Cancellation of shares in pursuance of this Article shall
not be deemed to be reduction of Share Capital within the (b) Not more than one person shall be recognised as depositor
meaning of the Act. of the share warrant.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION (c) The Company shall, on 2 (two) days’ written notice, return
the deposited share warrant to the depositor.
93. Where shares are converted into stock:
97. Privileges and disabilities of the holders of share warrant:
(a) The Company in General Meeting may, by ordinary
resolution, convert any Paid-up shares into stock and (a) Subject as herein otherwise expressly provided, no person
when any shares shall have been converted into stock, the shall, as bearer of a share warrant sign a requisition for
several holders of such stock may henceforth transfer their calling a meeting of the Company, or attend or vote or
respective interest therein, or any part of such interests, exercise any other privileges of a Member at a meeting of
in the same manner and subject to the same regulations the Company, or be entitled to receive any notices from the
as those subject to which shares from which the stock Company.
arose might have been transferred, if no such conversion
had taken place or as near thereto as circumstances will (b) The bearer of a share warrant shall be entitled in all other
admit. The Company may, by an ordinary resolution, at respects to the same privileges and advantages as if he
any time reconvert any stock into Paid-up shares of any was named in the register of members as the holder of the
denomination. share included in the warrant and shall be a Member of the
Company.
Provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so, however, that 98. The Board may, from time to time, make rules as to the terms
such minimum shall not exceed the nominal amount of on which (if it shall think fit) a new share warrant or coupon
the shares from which the stock arose. may be issued by way of renewal in case of defacement, loss or
destruct.
(b) the holders of stock shall, according to the amount of
stock held by them, have the same rights, privileges and REDUCTION OF CAPITAL
advantages as regards dividends, voting at meetings
of the Company, and other matters, as if they held the 99. The Company may, subject to the applicable provisions of
shares from which the stock arose; but no such privilege the Act, from time to time by a special resolution, reduce in
or advantage (except participation in the dividends and any manner, and with, and subject to, any incident authorised
profits of the Company and in the assets on winding up) and consent required by Applicable Law, its Share Capital,
shall be conferred by an amount of stock which would any capital redemption reserve account and any securities
not, if existing in shares, have conferred that privilege or premium account in any manner for the time being authorized
advantage. by Applicable Law.
(c) such of the regulations of the Company as are applicable BUY-BACK OF SECURITIES
to paid-up shares shall apply to stock and the words
“share” and “Member” in those regulations shall include 100. Pursuant to a resolution of the Board or a special resolution
“stock” and “stock-holder” respectively. of the Members, as required under the Act, the Company may
purchase its own Equity Shares or other Securities, as may be
SHARE WARRANTS specified by the Act read with Rules made there under from
time to time, by way of a buy- back arrangement, in accordance
94. Share warrants may be issued as per the provisions of with Sections 68, 69 and 70 of the Act, the Rules and subject to
Applicable Law. compliance with the Applicable Laws.
95. Power to issue share warrants: JOINT HOLDERS
The Company may issue share warrants subject to, and in 101. Where two or more persons are registered as joint holders (not
accordance with the provisions of the Act, and accordingly the more than three) of any share, they shall be deemed (so far as

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the Company is concerned) to hold the same as joint tenants a. paying up any amounts for the time being unpaid on
with benefits of survivorship, subject to the following and other any shares held by such members respectively;
provisions contained in these Articles:
b. paying up in full, unissued shares of the Company to
(a) The joint-holders of any share shall be liable severally as be allotted and distributed, credited as fully paid-up,
well as jointly for and in respect of all calls or instalments to and amongst such members in the proportions
and other payments which ought to be made in respect of aforesaid; and
such share.
c. partly in the way specified in sub-clause (a) and
(b) On the death of any one or more of such joint-holders, the partly in that specified in sub-clause (b)
survivor or survivors shall be the only person or persons
recognized by the Company as having any title to the share d. A securities premium account and a capital
but the Directors may require such evidence of death as redemption reserve account may, for the purposes
they may deem fit, and nothing herein contained shall be of this Article, be applied in paying up of unissued
taken to release the estate of a deceased joint-holder from shares to be issued to Members of the Company, as
any liability on shares held by him jointly with any other fully paid bonus shares;
person.
e. The Board shall give effect to the resolution passed
(c) Any one of such joint holders may give effectual receipts by the Company in pursuance of this Article.
of any dividends, interests or other moneys payable in
respect of such share. 104. (A) Whenever such a resolution as aforesaid shall have been
passed, the Board shall:
(d) Only the person whose name stands first in the register of
members as one of the joint-holders of any share shall be (i) make all appropriations and applications of
entitled to the delivery of certificate, if any, relating to such undivided profits (resolved to be capitalized thereby),
share or to receive notice (which term shall be deemed to and all allotments and issues of fully paid shares, if
include all relevant documents) and any notice served on any; and
or sent to such person shall be deemed service on all the
joint-holders. (ii) generally do all acts and things required to give effect
thereto.
(e) (i) Any one of two or more joint-holders may vote at any
meeting either personally or by attorney or by proxy (B) The Board shall have power:
in respect of such shares as if he were solely entitled
thereto and if more than one of such joint holders be (i) to make such provisions, by the issue of fractional
present at any meeting personally or by proxy or by certificates or by payments in cash or otherwise
attorney then that one of such persons so present as it thinks fit, in the case of shares or debentures
whose name stands first or higher (as the case may becoming distributable in fraction; and
be) on the register in respect of such shares shall
alone be entitled to vote in respect thereof. (ii) to authorize any person, on behalf of all the Members
entitled thereto, to enter into an agreement with
(ii) Several executors or administrators of a deceased the Company providing for the allotment to such
member in whose (deceased member) sole name Members, credited as fully paid up, of any further
any share stands, shall for the purpose of this clause shares or debentures to which they may be entitled
be deemed joint-holders. upon such capitalization or (as the case may
require) for the payment of by the Company on their
102. The provisions of these Articles relating to joint holders of behalf, by the application thereto of their respective
shares shall mutatis mutandis apply to any other Securities proportions of the profits resolved to be capitalised of
including debentures of the Company registered in joint names. the amounts or any parts of the amounts remaining
unpaid on the shares.
CAPITALISATION OF PROFITS
(iii) Any agreement made under such authority shall be
103. (I) The Company in General Meeting may, upon the effective and binding on all such Members.
recommendation of the Board resolve:
GENERAL MEETINGS
a. that it is desirable to capitalize any part of the amount
for the time being standing to the credit of any of the 105. Annual General Meeting:
Company’s reserve accounts or to the credit of the
profit and loss account, or otherwise available for (a) In accordance with the provisions of Section 96 of the
distribution; and Act, the Company shall in each year hold in addition to any
other meetings, a General Meeting specified as its Annual
b. that such sum be accordingly set free for distribution General Meeting and shall specify the meeting as such in
in the manner specified in clause (II) amongst the the notices convening such meetings.
members who would have been entitled thereto,
if distributed by way of dividend and in the same (b) Subject to the provisions of the Act, an Annual General
proportions. Meeting of the Members of the Company shall be held
every year within 6 (six) months after the expiry of each
(II) The sum aforesaid shall not be paid in cash but shall be financial year, provided that not more than 15 (fifteen)
applied, subject to the provision contained in sub-clause months shall elapse between the date of one Annual
(III) below, either in or towards: General Meeting and that of the next.

40
(c) Nothing contained in the foregoing provisions shall be (b) The Chairperson may, with the consent of any meeting at
taken as affecting the right conferred upon the Registrar which a quorum is present, and shall, if so directed by the
under the provisions of Section 96 (1) of the Act to extend meeting, adjourn the meeting from time to time and from
the time within which any Annual General Meeting may be place to place.
held.
(c) No business shall be transacted at any adjourned meeting
(d) Every Annual General Meeting shall be called during other than the business left unfinished at the meeting
business hours, that is, between 9 a.m to 6 p.m or such from which the adjournment took place.
time as prescribed in the Act, on any day that is not a
National Holiday and shall be held either at the registered (d) When a meeting is adjourned for 30 (thirty) days or more,
office of the Company or at some other place within the notice of the adjourned meeting shall be given as in the
city, town or village in which the registered office of the case of an original meeting.
Company is situated.
(e) Save as aforesaid, and as provided in Section 103 of the
106. Extra Ordinary General Meetings: Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an
(a) All general meetings other than Annual General Meeting adjourned meeting.
shall be called Extra-ordinary General Meeting.
111. Voting Rights of Members:
(b) The Board may, whenever it thinks fit, call an Extra-ordinary
General Meeting. Subject to any rights or restrictions for the time being attached
to any class or classes of shares:
(c) If at any time, Directors capable of acting who are
sufficient in number to form a quorum are not within India, (a) On a show of hands, every member present in person shall
any director or any two members of the Company may call have one vote; and
an Extra-ordinary General Meeting in the same manner, as
nearly as possible, as that in which such a meeting may be (b) On a poll, the voting rights of members shall be in
called by the Board. proportion to his share in the paid-up equity share capital
of the Company.
PROCEEDINGS AT GENERAL MEETING
(c) A member may exercise his vote at a meeting by electronic
107. Quorum for General Meeting: means in accordance with Section 108 of the Act and
shall vote only once. The Company shall also provide
(a) No business shall be transacted at any General Meeting e-voting facility to the Members of the Company in terms
unless a quorum of members is present at the time when of the provisions of the Companies (Management and
the meeting proceeds to business. Administration) Rules, 2014, SEBI Regulations or any other
Applicable Law.
(b) Save as otherwise provided herein, the quorum for the
General Meetings shall be as provided in Section 103 of (d) No objection shall be raised to the qualification of any
the Act. voter except at the meeting or adjourned meeting at
which the vote objected to is given or tendered, and every
108. Chairperson of General Meeting: vote not disallowed at such meeting shall be valid for all
purposes.
The chairperson, if any, of the Board shall preside as chairperson
at every General Meeting of the Company. (e) Any such objection made in due time shall be referred to
the Chairperson of the meeting, whose decision shall be
109. Election of Chairperson: final and conclusive.
(a) If there is no such Chairperson, or if he is not present 112. Voting by Joint-Holders:

within 15 (fifteen) minutes after the time appointed for
holding the meeting or is unwilling to act as chairperson of (a) In the case of joint holders, the vote of the senior who
the meeting, the Directors present shall elect one of their tenders a vote, whether in person or by proxy, shall be
members to be Chairperson of the meeting. accepted to the exclusion of the votes of the other joint
holders.
(b) If at any meeting no Director is willing to act as
Chairperson or if no Director is present within 15 (fifteen) (b) For this purpose, seniority shall be determined by the order
minutes after the time appointed for holding the meeting, in which the names stand in the register of members.
the Members present shall choose one of their Members
to be Chairperson of the meeting. 113. Voting by Member of Unsound Mind:
(c) On any business at any General Meeting, in case of an (a) A member of unsound mind, or in respect of whom an
equality of votes on any resolution, the Chairperson shall order has been made by any Court having jurisdiction in
have a second or casting vote. lunacy, may vote, whether on a show of hands or on a poll,
by his committee or other legal guardian, and any such
110. Adjournment of Meeting; committee or guardian may, on a poll, vote by proxy.
(a) The Chairperson may, suo moto, adjourn the meeting from (b) Any business other than that upon which a poll has been
time to time and from place to place and shall adjourn the demanded may be proceeded with, pending the taking of
meeting, if required, in accordance with the Act. the poll.

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114. No Right to Vote Unless Calls are paid: 119. Minutes Book:
No Member shall be entitled to vote at any General Meeting (a) The books containing the minutes of the proceedings
unless all calls or other sums presently payable by him in of any General Meeting of the Company or a resolution
respect of shares in the Company have been paid. passed by postal ballot shall:
115. Instrument of Proxy: i) be kept at the registered office of the Company or

decided by the Board of Director; and
The instrument appointing a proxy and the power-of-attorney or
other authority, if any, under which it is signed or a notarized copy ii) be open to inspection of any member without charge,
of that power or authority, shall be deposited at the Office not during 11.00 a.m. to 1.00 p.m. on all Working Days
less than 48 (forty eight) hours before the time fixed for holding other than Saturdays.
the meeting or adjourned meeting at which the person named in
the instrument proposes to vote, or, in the case of a poll, not less (b) Any Member shall be entitled to be furnished, within the
than 24 (twenty four) hours before the time appointed for the time prescribed by the Act, after he has made a request in
taking of the poll; and in default the instrument of proxy shall writing in that behalf to the Company and on payment of
not be treated as valid. such fees as may be fixed by the Board, with a copy of any
minutes referred to in clause (a) above:
116. Appointment of Proxy:
Provided that a Member who has made a request for
An instrument appointing a proxy shall be in the form as provision of a soft copy of the minutes of any previous
prescribed in the Rules made under Section 105 of the Act. General Meeting held during the period immediately
preceding three financial years, shall be entitled to be
117. Validity of Proxy: furnished with the same free of cost.
A vote given in accordance with the terms of an instrument 120. The Board, and also any person(s) authorised by it, may take
of proxy shall be valid, notwithstanding the previous death or any action before the commencement of any General Meeting,
insanity of the principal or the revocation of the proxy or of the or any meeting of a class of Members in the Company, which
authority under which the proxy was executed, or the transfer of they may think fit to ensure the security of the meeting, the
the shares in respect of which the proxy is given. safety of people attending the meeting, and the future orderly
conduct of the meeting. Any decision made in good faith under
Provided that no intimation in writing of such death, insanity, this Article shall be final, and rights to attend and participate in
revocation, or transfer shall have been received by the Company the meeting concerned shall be subject to such decision.
at its Office before the commencement of the meeting or
adjourned meetings at which the proxy is used. BOARD OF DIRECTORS
118. Minutes of Meetings: 121. Number of Directors:
(a) The Company shall cause minutes of the proceedings (a) The following were the first Directors of the Company:
of every General Meeting of any class of Members or
creditors and every resolution passed by postal ballot to be (i) Mr. Himanshu Baid;
prepared and signed in such manner as may be prescribed
by the rules and kept by making within 30 (thirty) days (ii) Mr. Rishi Baid
of the conclusion of every such Meeting concerned or
passing of resolution by postal ballot entries thereof in (iii) Mr. Vishal Baid
books kept for that purpose with their pages consecutively
numbered. (iv) Mr. Bhupendra Raj Mehta
(b) There shall not be included in the minutes any matter (b) Subject to the applicable provisions of the Act, the number of
which, in the opinion of the Chairperson of the meeting – Directors of the Company shall not be less than 3 (three) and not
more than 15 (fifteen). However, the Company may at any time
i. is, or could reasonably be regarded, as defamatory of appoint more than 15 (fifteen) directors as per the provisions of
any person; or the Act.
ii. is irrelevant or immaterial to the proceedings; or (c) Subject to Article 122(b), Sections 149, 152 and 164 of the Act
and other provisions of the Act, the Company may increase or
iii. is detrimental to the interests of the Company. reduce the number of Directors.
(c) The Chairperson shall exercise an absolute discretion (d) The Company may, and subject to the provisions of Section
in regard to the inclusion or non-inclusion of any matter 169 of the Act, remove any Director before the expiration of his
in the minutes on the grounds specified in the aforesaid period of office and appoint another Director.
clause.
(e) All cheques, promissory notes, drafts, hundis, bills of exchange
(d) The minutes of the meeting kept in accordance with the and other negotiable instruments, and all receipts for monies
provisions of the Act shall be evidence of the proceedings paid to the Company, shall be signed, drawn, accepted,
recorded therein. endorsed, or otherwise executed, as the case may be, by such
person and in such manner as the Board shall from time to time
by resolution determine.

42
(f) Every director present at any meeting of the Board or of a (a) The Board may appoint any person as a director
committee thereof shall sign his name in a book to be kept for nominated by any Public Financial Institution/Corporation/
that purpose. Institution/body corporate in pursuance of the provisions
of any Applicable Law for the time being in force or of any
(g) The regulation of quorum of meeting of Board shall apply agreement by virtue of its shareholding in the Company.
mutatis mutandis to the meeting of Committee unless
otherwise decided by the Board. (b) At the option of the Public Financial Institution/
Corporation/Institution/body corporate such Nominee
122. Chairperson of the Board of Directors: Director shall not be liable to retirement by rotation.
(a) The members of the Board shall elect any one of them (c) Subject as aforesaid, Nominee Director/s shall be entitled
as the Chairperson of the Board. The Chairperson shall to the same rights and privileges and be subject to the
preside at all meetings of the Board and the General same obligations as any other Directors of the Company.
Meeting of the Company. The Chairperson shall have a
casting vote in the event of a tie. (d) The Nominee Director so appointed shall hold the said
office only so long as any moneys remain owing by the
(b) If no such Chairperson is elected, or if at any meeting the Company to the Public Financial Institution/Corporation/
Chairperson is not present within fifteen minutes after the Institution/body corporate or so long as the Public
time appointed for holding the meeting or is unwilling to Financial Institution/ Corporation/ Institution/ body
act as Chairperson, the Directors present may choose one corporate holds or continues to hold Debentures/Shares
of them to be Chairperson of the meeting. in the Company.
123. Appointment of Alternate Directors: 127. No Qualification Shares for Directors: A Director shall not be
required to hold any qualification shares of the Company.
(a) Subject to Section 161 of the Act, the Board shall be
entitled to nominate an alternate director to act for a 128. Remuneration of Directors:
director of the Company during such director’s absence
for a period of not less than 3 (three) months from India. (a) Subject to the applicable provisions of the Act, the
rules including the provisions of the SEBI Regulations, a
(b) The Board may appoint such a person as an Alternate Managing Director or Managing Directors, and any other
Director to act for a Director (hereinafter called “the Original Director/s who is/are in the whole time employment of
Director”) (subject to such person being acceptable to the the Company may be paid remuneration either by a way of
Chairperson) during the Original Director’s absence. monthly payment or at a specified percentage of the net
profits of the Company or partly by one way and partly by
(c) An Alternate Director appointed under this Article shall not the other.
hold office for a period longer than that permissible to the
Original Director in whose place he has been appointed (b) Subject to the applicable provisions of the Act, a Director
and shall vacate office if and when the Original Director (other than a Managing Director or an executive Director)
returns to India. may receive a sitting fee, such sum as may be decided
by the Board thereof which shall not exceed Rs 1,00,000
(d) If the term of the office of the Original Director is (Rupees One Lakh) for each meeting of the Board or any
determined before he so returns to India, any provisions in Committee thereof attended by him.
the Act or in these Articles for automatic re-appointment
shall apply to the Original Director and not to the Alternate (c) All fees/compensation to be paid to non-executive
Director. Directors including Independent Directors shall be as fixed
by the Board subject to Section 197 and other applicable
124. Casual Vacancy and Additional Directors: provisions of the Act, the rules thereunder and of these
Articles. Notwithstanding anything contained in this
(a) Subject to the provisions of Section 149 of the Act and Article, the Independent Directors shall not be eligible to
these Articles, the Board shall have the power at any time receive any stock options.
and from time to time to appoint any qualified Person as
an Additional Director or to fill a casual vacancy provided (d) If any Director shall be called upon to perform extra
that the total number of Directors shall not at any time services or to make any special exertion or efforts for any
exceed the maximum strength fixed under Article 122. of the purposes of the Company or to give special attention
to the business of the Company, which expression, shall
(b) Any Person so appointed as an Additional Director shall include work done as a member of a Committee of the
hold office only up to the date of the next Annual General Board, the Board may, subject to the provisions of Sections
Meeting but shall be eligible for appointment by the 197 and 188 of the Act, remunerate the Director so doing,
Company as a Director at that meeting subject to the either by a fixed sum or otherwise; and such remuneration
applicable provisions of the Act. may be either in addition to or in substitution for any other
remuneration to which he may be entitled.
125. Independent Directors: The Company shall have such number of
Independent Directors on the Board of the Company, as may be (e) In addition to the remuneration payable to them in
required in terms of the provisions of Section 149 of the Act and pursuance of the Act, the Directors may be paid all
the Companies (Appointment and Qualification of Directors) travelling, hotel and other expenses properly incurred by
Rules, 2014. Further, the appointment of such Independent them:
Directors shall be in terms of the aforesaid provisions of
Applicable Law. (i) in attending and returning from meetings of the Board of
Directors or any committee thereof or general meetings of
126. Nominee Directors: the company; or

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43
(ii) in connection with the business of the Company. The rules association and these Articles and to any regulations, not being
in this regard may be framed by the Board of Directors inconsistent with the Memorandum of Association and these
from time to time. Articles or the Act, from time to time made by the Company
in General Meeting provided that no such regulation shall
129. Disqualification and Vacation of Office by a Director: invalidate any prior act of the Board which would have been
valid if such regulation had not been made.
(a) A person shall not be eligible for appointment as a Director
of the Company if he incurs any of the disqualifications as 134. Power to be exercised by the Board only by Meeting:
set out in Section 164 and other relevant provisions of the
Act. Subject to the provisions of the Act, the Board shall exercise
the following powers on behalf of the Company and the said
(b) Further, on and after being appointed as a Director, the powers shall be exercised only by resolutions passed at the
office of a Director shall ipso facto be vacated on the meeting of the Board:
occurrence of any of the circumstances under Section 167
and other relevant provisions of the Act. (a) to make calls on Members in respect of money unpaid on
their shares;
(c) Subject to the applicable provisions of the Act, the
resignation of a director shall take effect from the date on (b) to authorise buy-back of Securities under Section 68 of the
which the notice is received by the Company or the date, Act;
if any, specified by the director in the notice, whichever is
later. (c) to issue Securities, including debentures, whether in or
outside India;
130. Related Party Transactions and Disclosure of Interest: The
Company shall comply with the applicable provisions of the (d) to borrow money(ies);
Act, Rules framed thereunder and other relevant provisions of
Applicable Law in respect of related party transactions and the (e) to invest the funds of the Company;
Directors shall comply with the disclosure of interest provisions
under the Act. (f) to grant loans or give guarantee or provide security in
respect of loans; and
131. Retirement of Directors by Rotation:
(g) any other matter which may be prescribed under the Act,
(a) At every Annual General Meeting of the Company, one third Companies (Meetings of Board and its Powers) Rules,
of such of the Directors as are liable to retire by rotation 2014 to be exercised by the Board only by resolutions
in accordance with Section 152 of the Act (excluding passed at the meeting of the Board.
Independent Directors), or, if their number is not three or a
multiple of three then the number nearest to one third shall 135. The Board may, by a resolution passed at a meeting, delegate
retire from office, and they will be eligible for re- election. to any Committee of Directors, the Managing Director, or to
any person permitted by Applicable Law, the powers specified
(b) The Board shall have the power to determine the directors in sub clauses (d) to (f) above. In respect of dealings between
whose period of office is or is not liable to determination the Company and its bankers the exercise by the Company of
by retirement of directors by rotation. the powers specified in clause (d) shall mean the arrangement
made by the Company with its bankers for the borrowing of
(c) Neither an ex-officio Director nor an additional Director money by way of overdraft or cash credit or otherwise and
appointed by the Board under Articles hereof shall be liable not the actual day to day operation on overdraft, cash credit or
to retire by rotation within the meaning of this Article. other accounts by means of which the arrangement so made is
actually availed of. The aforesaid powers shall be exercised in
(d) The Directors to retire by rotation at every Annual General accordance with the provisions of the Companies (Meetings of
Meeting shall be those who have been longest in office Board and its Powers) Rules, 2014 and shall be subject to the
since their last appointment, but as between persons who restrictions on the powers of the Board under Section 180 of the
became Directors on the same day, those who are to retire Act.
shall, in default of and subject to any agreement among
themselves, be determined by lot 136. Borrowing Powers:
132. Continuing Director: The continuing directors may act (a) Subject to the provisions of the Act and the Rules, the
notwithstanding any vacancy in the Board; but, if and so long as Board of directors may, from time to time at its discretion
their number is reduced below the quorum fixed by the Act for by a resolution passed at a Meeting of the Board, accept
a meeting of the Board, the continuing directors or director may deposits from Members, either in advance or calls or
act for the purpose of increasing the number of directors to that otherwise, and generally raise or borrow or secure the
fixed for the quorum, or of summoning a General Meeting of the payment of any sum or sum of moneys for the purpose of
Company, but for no other purpose. the Company not exceeding the aggregate of the Paid-up
capital of the Company and its reserves.
POWERS OF BOARD
(b) Power of the Board to borrow Provided, however, where
133. The management of the business of the Company shall be the moneys to be borrowed together with moneys already
vested in the Board and the Board may exercise all such borrowed (apart from temporary loans obtained from the
powers, and do all such acts and things, as the Company is by Company’s bankers in the ordinary course of business)
the Memorandum of Association or otherwise authorized to exceed the aggregate of paid-up capital and free reserves
exercise and do, and, not hereby or by the statute or otherwise as defined under the Act, the Directors shall not borrow
directed or required to be exercised or done by the Company in such monies without the consent of the Company in
General Meeting but subject nevertheless to the provisions of General Meeting by way of resolution prescribed under the
the Act and other Applicable Laws and of the memorandum of Act.

44
PROCEEDING OF THE BOARD 143. Save as otherwise expressly provided in the Act, a resolution in
writing, signed, whether manually or by secure electronic mode,
137. (a) The Board of Directors may meet for the conduct of by a majority of the members of the Board or of a Committee
business, adjourn and otherwise regulate its meetings, as thereof, for the time being entitled to receive notice of a meeting
it thinks fit. of the Board or Committee, shall be valid and effective as if it
had been passed at a meeting of the Board or Committee, duly
(b) Any Director of a Company may, at any time, summon a convened and held.
Meeting of the Board, and the Company Secretary or where
there is no Company Secretary, any person authorised by 144. Validity of acts Done by Board or a Committee:
the Board in this behalf, on the requisition of a Director,
shall convene a Meeting of the Board, in consultation with All acts done in any meeting of the Board or of a committee
the Chairperson or in his absence, the Managing Director thereof or by any person acting as a director, shall,
or in his absence, the Whole-time Director, where there is notwithstanding that it may be afterwards discovered that
any. there was some defect in the appointment of any one or more
of such directors or of any person acting as aforesaid, or that
(c) The quorum for a Board meeting shall be as provided in they or any of them were disqualified, be as valid as if every
the Act. such director or such person had been duly appointed and was
qualified to be a director.
(d) The participation of Directors in a meeting of the Board
may be either in person or through Video Conferencing 145. Resolution by Circulation:
or Audio Visual Means or Teleconferencing, as may be
prescribed by the Rules or permitted under Applicable Save as otherwise expressly provided in the Act, a resolution
Law. in writing, approved by the Members of the Board or of a
committee thereof, for the time being entitled to receive notice
138. (a) Save as otherwise expressly provided in the Act, questions of a meeting of the Board or committee, shall be valid and
arising at any meeting of the Board shall be decided by a effective as if it had been passed at a meeting of the Board or
majority of votes. committee, duly convened and held.
(b) In case of an equality of votes, the Chairperson of the CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY
Board, if any, shall have a second or casting vote. AND CHIEF FINANCIAL OFFICER
139. (a) The Board may, subject to the provisions of the Act, 146. Subject to the provisions of the Act:
delegate any of its powers to Committees consisting of
such member or members of its body as it thinks fit. (a) A Chief Executive Officer, Manager, Company Secretary or
Chief Financial Officer may be appointed by the Board for
(b) Any Committee so formed shall, in the exercise of the such term, at such remuneration and upon such conditions
powers so delegated, conform to any regulations that may as it may thinks fit; and any Chief Executive Officer,
be imposed on it by the Board. Manager, Company Secretary or Chief Financial Officer so
appointed may be removed by means of a resolution of
(c) The participation of directors in a meeting of the the Board.
Committee may be either in person or through video
conferencing or audio visual means or teleconferencing, (b) A Director may be appointed as chief executive officer,
as may be prescribed by the Rules or permitted under manager, company secretary or chief financial officer.
Applicable Law.
(c) Unless permitted under the Act, the Company however,
140. (a) A Committee may elect a Chairperson of its meetings shall not appoint or employ at the same time more
unless the Board, while constituting a Committee, has than one of the following categories of key managerial
appointed a Chairperson of such Committee. personnel namely, a managing director and manager.
(b) If no such Chairperson is elected, or if at any meeting (d) The remuneration of Manager shall (subject to Sections
the Chairperson is not present within 5 (five) minutes 196, 197 and other applicable provisions of the Act, the
after the time appointed for holding the meeting, the Rules thereunder and of these Articles and of any contract
members present may choose one of their members to be between him and the Company) be paid in the manner
Chairperson of the meeting. permitted under the Act.
141. (a) A Committee may meet and adjourn as it thinks fit. (e) Subject to the provisions of the Act, the Board of Directors,
may from time to time entrust and confer upon a Manager
(b) Questions arising at any meeting of a Committee shall be for the time being such of the powers exercisable upon
determined by a majority of votes of the members present. such terms and conditions and with such restrictions as
they may think fit either collaterally with or to the exclusion
(c) In case of an equality of votes, the Chairperson of the of and in substitution for all or any of their own powers
Committee shall have a second or casting vote. and from time to time revoke, withdraw, alter or vary ail or
any of such powers.
142. All acts done in any meeting of the Board or of a Committee
thereof or by any person acting as a director, shall, 147. Subject to the provisions of Section 203 of the Act, the Board
notwithstanding that it may be afterwards discovered that there may, from time to time, appoint any individual as Secretary
was some defect in the appointment of any one or more of such of the Company to perform such functions, which by the Act
directors or of any person acting as aforesaid, or that they or any or these Articles for the time being of the Company are to be
of them were disqualified or that his or their appointment had performed by the Secretary and to execute any other duties
terminated, be as valid as if every such director or such person which may from time to time be assigned to him by the Board.
had been duly appointed and was qualified to be a director. The Board may also at any time appoint some individual (who

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45
need not be the Secretary), to maintain the Registers required to 155. Right to Dividend:
be kept by the Company.
(a) Subject to the rights of persons, if any, entitled to shares
REGISTERS with special rights as to dividends, all dividends shall
be declared and paid according to the amounts paid or
148. (a) The Company shall keep and maintain at its registered credited as paid on the shares in respect whereof the
office all statutory registers as may be prescribed for such dividend is paid, but if and so long as nothing is paid
duration as the Board may, unless otherwise prescribed, upon any of the shares in the Company, dividends may be
decide, and in such manner and containing such declared and paid according to the amounts of the shares.
particulars as prescribed by the Act and the Rules.
(b) No amount paid or credited as paid on a share in advance
(b) The registers and copies of annual return shall be open for of calls shall be treated for the purposes of this Article as
inspection during 11.00 a.m. to 1.00 p.m. on all Working paid on the share.
Days, other than Saturdays, at the registered office of the
Company by the persons entitled thereto on payment, (c) All dividends shall be apportioned and paid proportionately
where required, of such fees as may be fixed by the Board to the amounts paid or credited as paid on the shares
but not exceeding the limits prescribed by the Rules. during any portion or portions of the period in respect
of which the dividend is paid; but if any share is issued
149. (a) The Company may exercise the powers conferred on it by on terms providing that it shall rank for dividend as
the Act with regard to the keeping of a foreign register; and from a particular date such share shall rank for dividend
the Board may (subject to the provisions of the Act) make accordingly.
and vary such regulations as it may think fit respecting the
keeping of any such register. (d) Notice of any dividend that may have been declared shall
be given to the persons entitled to share therein in the
(b) The foreign register shall be open for inspection and may manner mentioned in the Act.
be closed, and extracts may be taken therefrom and copies
thereof may be required, in the same manner, mutatis 156. (a) The Board may deduct from any dividend payable to any
mutandis, as is applicable to the register of members. member all sums of money, if any, presently payable by
him to the Company on account of calls or otherwise in
THE SEAL relation to the shares of the Company.
150. The Board may provide for the Seal of the Company to be affixed (b) The Board may retain dividends payable upon shares in
on such document as may be decided by Board or as required respect of which any person is, under the Transmission
under any law. The Seal shall be kept in the safe custody of such Clause hereinbefore contained, entitled to become a
officer of the Company as the Board may decide. member, until such person shall become a member in
respect of such shares.
151. The Seal of the Company shall not be affixed to any instrument
except by the authority of a resolution of the Board or of a 157. Dividend how Remitted:
committee of the Board authorised by it in that behalf, and
except in the presence of the secretary or such other person (a) Any dividend, interest or other monies payable in cash in
as the Board may appoint for the purpose; and the secretary or respect of shares may be paid by cheque or warrant sent
other person aforesaid shall sign every instrument to which the through the post directed to the registered address of the
Seal of the Company is so affixed in their presence. holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named
DIVIDENDS AND RESERVES on the register of members, or to such person and to such
address as the holder or joint holders may in writing direct.
152. The Company in General Meeting may declare dividends, but no
dividend shall exceed the amount recommended by the Board. (b) Every such cheque or warrant shall be made payable to the
However, the Company in General Meeting may declare a lesser order of the person to whom it is sent.
dividend.
(c) Payment in any way whatsoever shall be made at the risk
153. Subject to the provisions of Section 123 of the Act, the Board of the person entitled to the money paid or to be paid. The
may from time to time pay to the Members such interim Company will not be responsible for a payment which is
dividends as appear to it to be justified by the profits of the lost or delayed. The Company will be deemed to having
Company. made a payment and received a good discharge for it if a
payment using any of the foregoing permissible means is
154. (a) The Board may, before recommending any dividend, set made.
aside out of the profits of the Company such sums as
it thinks fit as a reserve or reserves which shall, at the 158. Receipt of Joint Holder: Any one of two or more joint holders of
discretion of the Board, be applicable for any purpose to a share may give effective receipts for any dividends, bonuses
which the profits of the Company may be properly applied, or other monies payable in respect of such share.
including provision for meeting contingencies or for
equalising dividends; and pending such application, may, 159. Dividends not to bear Interest: No dividend shall bear interest
at the like discretion, either be employed in the business against the Company.
of the Company or be invested in such investments (other
than shares of the Company) as the Board may, from time 160. The waiver in whole or in part of any dividend on any share by
to time, thinks fit. any document (whether or not under seal) shall be effective
only if such document is signed by the Member (or the person
(b) The Board may also carry forward any profits which it may entitled to the share in consequence of the death or bankruptcy
consider necessary not to divide, without setting them of the holder) and delivered to the Company and if or to the
aside as a reserve. extent that the same is accepted as such or acted upon by the
Board.
46
ACCOUNTS AND AUDIT INDEMNITY AND INSURANCE
161. Financials Statements to be laid in Annual General Meeting: 167. Director’s and Others’ Right to Indemnity and Insurance:
The Directors shall, as required by the Act, cause to be prepared
and laid before the Company in Annual General Meeting to be (a) Subject to the provisions of the Act, every director,
held as provided in these Articles hereof such Profit and Loss managing director, whole-time director, manager,
Account, Balance Sheet and Directors’ and Auditors’ Reports as
are referred to in those provisions. (b) chief executive officer, chief financial officer, company
secretary and other officer of the Company shall be
162. Accounts to be Audited: The financial statements, books of indemnified by the Company out of the funds of the
accounts and other relevant books and papers of the Company Company, to pay all costs, losses and expenses (including
shall be examined and audited in accordance with the provisions travelling expense) which such director, manager, chief
of the Act and the Rules. executive officer, chief financial officer, company secretary
and officer may incur or become liable for by reason of any
163. Inspection: contract entered into or act or deed done by him in his
capacity as such director, manager, company secretary or
(a) The Board shall from time to time determine whether and to officer or in any way in the discharge of his duties in such
what extent and at what times and places and under what capacity including expenses.
conditions or regulations, the accounts and books of the
Company, or any of them, shall be open to the inspection of (c) Subject as aforesaid, every officer, director, managing
members not being Directors. director, manager, chief executive officer, chief financial
officer, company secretary or other officer of the Company
(b) No member (not being a Director) shall have any right of shall be indemnified against any liability incurred by him
inspecting any account or books or documents of the Company in defending any proceedings, whether civil or criminal
except as conferred by Applicable Law or authorised by the in which judgement is given in his favour or in which
Board or by the Company in General Meeting. he is acquitted or discharged or in connection with any
application under applicable provisions of the Act in which
SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS relief is given to him by the Court.
164. If a Member does not have registered address in India and (d) The Company may take and maintain any insurance as the
has not supplied to the Company any address within India, Board may think fit on behalf of its present and/or former
for the giving of the notices to him, a document advertised in directors and key managerial personnel for indemnifying
a newspaper circulating in the neighborhood of Office of the all or any of them against any liability for any acts in
Company shall be deemed to be duly served to him on the day relation to the Company for which they may be liable but
on which the advertisement appears. have acted honestly and reasonably.
NOTICE BY ADVERTISEMENT AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
165. Subject to the applicable provisions of the Act, any document 168. The Company may amend its Memorandum of Association and
required to be served or sent by the Company on or to the Articles of Association subject to Sections 13, 14 and 15 of the
Members, or any of them and not expressly provided for by Act and such other provisions of the Act as may be applicable
these Articles, shall be deemed to be duly served or sent if from time-to-time.
advertised in a newspaper circulating in the District in which the
Office is situated. GENERAL POWER
WINDING UP 169. Wherever in the Act it has been provided that the Company or
the Board shall have any right, privilege or authority or that the
166. Subject to the provisions of Chapter XX of the Act and Rules Company could carry out any transaction only if the Company or
made thereunder: the Board is so authorized by its Articles, then and in that case
these Articles hereby authorize and empower the Company
(a) If the Company shall be wound up, the liquidator may, with and/ or the Board (as the case may be) to have all such rights,
the sanction of a special resolution of the Company and privileges, authorities and to carry out all such transactions as
any other sanction required by the Act, divide amongst have been permitted by the Act without there being any specific
the members, in specie or kind, the whole or any part of regulation to that effect in these Articles save and except to the
the assets of the Company, whether they shall consist of extent that any particular right, privilege, authority or transaction
property of the same kind or not. has been expressly negated or prohibited by any other Article
herein.
(b) For the purpose aforesaid, the liquidator may set such
value as he deems fair upon any property to be divided as 170. If pursuant to the approval of these Articles, if the Act requires
aforesaid and may determine how such division shall be any matter previously requiring a special resolution is, pursuant
carried out as between the members or different classes to such amendment, required to be approved by an ordinary
of members. resolution, then in such a case these Articles hereby authorize
and empower the Company and its Members to approve such
(c) The liquidator may, with the like sanction, vest the whole matter by an ordinary resolution without having to give effect
or any part of such assets in trustees upon such trusts for to the specific provision in these Articles requiring a special
the benefit of the contributories if he considers necessary, resolution to be passed for such matter.
but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.

2022-23
47
The Articles shall be signed by each subscriber of the Memorandum of Association who shall add his address, description, and occupation,
if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if
any, and such signatures shall be in form specified below:
S. No Names, address, description and Signature of Subscriber Signature, name, address,

occupation of each Subscriber description and
occupation of witness
1 Himanshu Baid Sd/-
S/o Shri Jugal Kishore Baid
2365, Bansal Bhawan, Rajguru Road,
Paharganj, New Delhi-110055
Occupation- Business
2 Rishi Baid Sd/-
K-15, Malviya Marg,
Jaipur-301001
Occupation- Engineer
3 Jugal Kishore Baid Sd/-

S/o Late Jaichand Lal Baid
I witness the Signatures of the Subscribers

K-15, Malviya Marg,
C-Scheme, Jaipur
Rajguru Road, Paharganj,
Chartered Accountant
2365, Bansal Bhawan,
4 Bhupendera Raj Mehta Sd/-
New Delhi-110055
(Vineet Gupta)
M. No. 89823
S/o Shri M. R. Mehta
Four Flats, Hira Bargh
Sd/-
Ram Bagh Road, Jaipur
Occupation - Business
5 Shireen Baid Sd/-

W/o Himanshu Baid
K-15, Malviya Marg,
C-Scheme, Jaipur
6 Vishal Baid Sd/-

K-15, Malviya Marg,
C-Scheme, Jaipur
7 Mukulika Baid Sd/-

W/o Shri Jugal Kishore Baid
K-15, Malviya Marg,
C-Scheme Jaipur-301001

48
DIRECTORS’ REPORT
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 31st March, 2024.
Financial Results (` In lacs)

Standalone Consolidated
Parameters
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 appear in the Register of Members and in respect of shares held in
income increased to ` 1,43,454.44 lacs from ` 1,15,141.58 lacs in the dematerialized form, to the members whose names are furnished by
previous year, registering a growth of 24.59%. EBIDTA improved to the National Securities Depository Limited and Central Depository
` 41,949.65 lacs as from ` 30,349.68 lacs in the previous year which Services (India) Limited on book closure date.
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 The aforesaid dividend paid for year under review is in accordance
into a rise of 45.07%. with the Company’s policy on Dividend Distribution which is linked to
long term growth objectives of your Company to be met by internal
Highlights of performance are discussed in detail in the Management cash accruals. The Dividend Distribution Policy of the Company can
Discussion and Analysis Report which forms part of the Directors’ be viewed on the Company’s website at https://www.polymedicure.
Report. com/wp-content/uploads/2020/09/Dividend-Distribution-Policy.
pdf.
Share Capital
During the year under report, the paid-up share capital of your Transfer to Reserves
Company has been increased by ` 1,35,375 due to the allotment of The Board of Directors has proposed to transfer ` 2,500.00 lacs to
27,075 equity shares of ` 5 each under the Employee Stock Options General Reserves out of the profit available for appropriation.
Scheme, 2020 on exercise of stock options by the eligible employees.
Subsidiaries and Associate
ESOP issuance The subsidiary companies performed as follows:
The Company has framed ESOP Scheme 2020 for the benefit of • Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned
its employees under which it has issued 27,075 equity shares subsidiary Company has achieved a turnover of ` 1,502.11 lacs
respectively. The Nomination and Remuneration Committee of for the year ending 31st March, 2024 against ` 1,391.10 lacs in
the Board of Directors of the Company, inter alia, administers and the previous year.
monitors the Employees’ Stock Option Scheme of the Company, in
accordance with the SEBI (Share Based Employee Benefits & Sweat • Poly Medicure B.V., Amsterdam, Netherlands - During the
Equity Shares) Regulations, 2021. year under review the Company has not done any business
operations.
Dividend
In keeping with the Company’s tradition of rewarding the Shareholders, • Plan1 Health s.r.l., Italy, a step-down Subsidiary – The wholly
your directors are pleased to recommend a dividend of ` 3.00/- per owned subsidiary Company has achieved a turnover of
equity share of the face value of ` 5/- each for the financial year ` 6,486.96 lacs for the year ending 31st December, 2024 against
ended on 31st March, 2024. The proposal is subject to the approval ` 4,222.10 lacs in the previous year.
of the shareholders at the forthcoming Annual General Meeting.
The dividend would be payable to all Shareholders whose names • Plan1 Health India Pvt. Ltd., India – During the year under
review the Company has not done any business operations.

2022-23
49
• Poly Health Medical Inc.,(USA), a step-down Subsidiary- During performance, performance of the Directors as well as the evaluation
the year under review the Company has not done any business of the working of its Committees.
operations.
The Nomination and Remuneration Committee has defined the
The Company has one Associate in Egypt, viz. evaluation criteria for the Board, its Committees and Directors.
Ultra for Medical Products Company (ULTRA MED), Egypt – The
Associate has achieved sales of ` 8,126.38 lacs during the year The Board’s functioning was evaluated on various aspects, including
ending 31st December 2023, as compared to ` 7,362.00 lacs in the inter alia degree of fulfillment of key responsibilities, Board structure,
previous year. composition, establishment and delineation of responsibilities to
various Committees, effectiveness of Board processes, information
Audited financial statements of the subsidiaries of the Company are and functioning.
available on the website of the Company. The shareholders, who wish
to receive a copy of Annual Accounts of the Subsidiary Companies, Directors were evaluated on aspects such as attendance and
may request the Company Secretary for the same. contribution at Board/Committee Meetings and guidance/support
to the management outside Board/Committee Meetings. In addition,
Pursuant to Section 129(3) of the Companies Act, 2013 read with the the Chairman was also evaluated on key aspects of his role, including
Companies (Accounts) Rules, 2014, a statement containing salient setting the strategic agenda of the Board, encouraging active
features of the financial statements of the subsidiary companies engagement by all Board members.
in prescribed Form AOC-1 is given in the Consolidated Financial
Statements of Company and forms part of this Annual Report Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
Transfer of Unpaid/Unclaimed Dividend Amounts to Investor composition and effectiveness of meetings.
Education and Protection Fund
During the Year under review, the Company has transferred ` 4,23,295 The performance evaluation of the Independent Directors was carried
lying in the unpaid/unclaimed dividend account, to the Investor out by the entire Board, excluding the Director being evaluated. The
Education and Protection fund (IEPF) in compliance with Section performance evaluation of the Chairman and the Non Independent
205C of the Companies Act, 1956, read with Investor Education & Directors was carried out by the Independent Directors who also
Protection Fund (Awareness and Protection of Investors) Rules, reviewed the performance of the Board as a whole. The Nomination
2001. The said amount represents the dividend for the financial year and Remuneration Committee also reviewed the performance of the
2015-16 and interim dividends for the year 2016-17 which remained Board, its Committees and of the Directors.
unclaimed by the shareholders of the Company for a period of seven
years from due date of payment. Secretarial Standards
The Company has complied with the provisions of Secretarial
Directors and Key Managerial Personnel Standards on Meetings of the Board of Directors (SS-1) and on
In view of the provisions of the Companies Act, 2013, Mr. Alesandro General Meetings (SS-2).
Balboni is liable to retire by rotation at the ensuing Annual General
Meeting, and he offers himself for re-appointment. The information Directors’ Responsibility Statement
as required to be disclosed under Regulation 36(3) of the Securities Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board
and Exchange Board of India (Listing Obligations and Disclosure of Directors, to the best of their knowledge hereby state and confirm
Requirements) Regulations, 2015, in case of re-appointment of that:
directors is provided in the Notice of the ensuing Annual General
Meeting of the Company. a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no
Pursuant to Section 149(4) of the Companies Act, 2013, every material departures.
Listed Company is required to appoint one third of its Directors as
Independent Directors. The Board has seven Independent Directors b) the directors have selected such accounting policies and
in terms of the provisions of Regulation 17(b) of the SEBI (LODR) applied them consistently and made judgments and estimates
Regulations, 2015. Necessary details in respect of the directors are that are reasonable and prudent so as to give a true and fair
given in the Corporate Governance Report. 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.
The Independent Directors have submitted their respective
declarations of Independence, as required pursuant to Section 149(7) c) the directors have taken proper and sufficient care for the
of the Companies Act, 2013 confirming that they meet the criteria of maintenance of adequate accounting records in accordance
Independence specified in the Act and the Rules made there under with the provisions of this Act for safeguarding the assets of
as also under Regulation 25 of the SEBI (LODR) Regulations, 2015. the company and for preventing and detecting fraud and other
irregularities.
Pursuant to the provisions of Section 203 of the Companies Act,
2013, the key managerial personnel of the Company are Shri d) the directors have prepared the annual accounts on a going
Himanshu Baid, Managing Director, Shri Rishi Baid, Joint Managing concern basis.
Director, Shri Naresh Vijayvergiya, Chief Financial Officer, Shri
Avinash Chandra, Company Secretary and Shri Ravi Prakash, Deputy e) the directors have laid down internal financial controls to be
Company Secretary. followed by the company and such internal financial controls
are adequate and are operating effectively.
Board Evaluation
Pursuant to the applicable provisions of the Companies Act, 2013 and f) the directors have devised proper systems to ensure compliance
SEBI (Listing Obligations and Disclosure Requirements) Regulations, with the provisions of all applicable laws and that such systems
2015, the Board has carried out an annual evaluation of its own are adequate and operating effectively.

50
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS Cost Auditor

As required under the regulation 34 (2)(c) of the SEBI (Listing The Board had appointed M/s. Jai Prakash & Co., Cost Accountants
Obligations and Disclosure Requirements) Regulations , 2015, a cash as Cost Auditor for the financial year 2024-25. M/s. Jai Prakash &
flow statement is part of the Annual Report 2023 - 2024. Further, the Co., Cost Accountants have been re-appointed as Cost Auditor for
Consolidated Financial Statements of the Company for the financial conducting the audit of cost records of the Company for the financial
year 2023 - 2024 are prepared in compliance with the applicable year 2024-25 and approval of the members is being sought for
provisions of the Act, Accounting Standards and as prescribed by ratification of their remuneration.
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The said Financial Statements have been prepared on the basis Secretarial Auditor
of the audited financial statements of the Company, its subsidiaries The Board of Directors have appointed M/s. P.K. Mishra & Associates
and joint venture companies as approved by their respective Boards (Certificate of Practice No.- 16222), Company Secretaries in Practice
of Directors. to conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended 31st March, 2024
Policy on Directors’ Appointment and Remuneration is annexed this Report as Annexure – 2.
The policy of the Company on directors’ appointment and
remuneration, including criteria for determining qualifications, The Board of Director has appointed M/s. P.K. Mishra & Associates,
positive attributes, independence of a director and other matters Company Secretaries in Practice to conduct Secretarial Audit for the
provided under section 178(3) of the Companies Act, 2013, adopted financial year 2024-25.
by the Board are covered in Corporate Governance Report as
Annexure – 1, which forms part of this Report. Business Responsibility & Sustainability Report (BRSR)
A detailed Business Responsibility & Sustainability Report (BRSR) has
Further, the policy also indicates the manner of performance been prepared. As a green initiative the BRSR is placed on website of
evaluation of Independent Directors, Board committees and other your Company and can be accessed at the website of the Company
individual directors which include criteria for performance evaluation https://www.polymedicure.com/wp-content/uploads/2024/09/
of the non-executive and executive directors. BRSR-Report-03.09.2024.pdf
Annual Return Particulars of Loans, Guarantees or Investments under Section 186

In terms of Section 93(3) of the Companies Act, 2013, as amended The Particulars of Loans, Investments and guarantees made/given
the Annual Return of the Company is placed on the website by the Company, under Section 186 of the Companies Act, 2013, are
of the Company www.polymedicure.com on the following link furnished in Annexure - 3 and forms part of the Report.
https://www.polymedicure.com/wp-content/uploads/2024/09/
Annual-Return-2023-24-1.pdf Particulars of Contracts or Arrangements with Related Parties
The particulars of every contract and arrangement entered into by the
Auditors and Auditors’ Report Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arm’s length
Statutory Auditors transactions under third proviso thereto are disclosed in Form No.
At the 24th Annual General Meeting held on September 23, 2019 M/s AOC - 2 in Annexure - 4 and form part of this Report. The Related Party
M. C. Bhandari & Company, Chartered Accountants (Firm Registration Transaction Policy can be accessed at the website of the Company
No. 303002E), were appointed as Statutory Auditors of the Company https://www.polymedicure.com/wp-content/uploads/2023/02/
to hold office till the conclusion of the 29th Annual General Meeting policy-on-dealing-with-related-party-transactions.pdf
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 Fixed Deposits
Company. Your Company has not accepted/or invited any Fixed Deposits within
the meaning of Section 58A of the Companies Act, 1956 and Section
The observations of the Auditors and the relevant notes on the 73 or 76 of the Companies Act, 2013.
accounts are self-explanatory and therefore do not call for any
comments. The Auditors’ Report does not contain any qualification, Corporate Social Responsibility
reservation or adverse remarks. 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
Further, during the year, in the course of the performance of their net profit of ` 5 Crore or more during any financial year are required
duties as auditor, no frauds were reported by them. to constitute a CSR Committee of the Board of Directors comprising
three or more directors, at least one of whom should be an independent
In terms of the provisions of Section 139 of the Companies Act, director. All such Companies are required to spend at least 2% of
2013, and as per the recommendation of the Audit Committee M/s. the average net profits of their immediately preceding three financial
Doogar & Associates, Chartered Accountants (Firm Registration No. years on CSR related activities. Accordingly, the Company was
000561N) be appointed as Statutory Auditors of the Company, in required to spend ` 393.25 lacs towards CSR activities. The Company
place of retiring Auditors M/s M. C. Bhandari & Company, Chartered overall spent ` 573.19 lacs for activities specified in schedule VII of
Accountants (Firm Registration No. 303002E) to hold office from the the Companies Act, 2013. Excess CSR spent ` 180.66 lacs to be
conclusion of this 29th Annual General Meeting till the conclusion carried forward for 2024-25 Details of CSR policy and the initiatives
of the 34th Annual General Meeting of the Company to be held in the adopted by the Company on CSR during the year are available
year 2029. on the website of the Company at https://www.polymedicure.
com/wp-content/uploads/2019/07/CSR_Policy_2015.pdf. The
The Company has received a letter from the appointing Auditors Annual Report on CSR as per Companies (Corporate Social
to the effect that their appointment, if made would be within the Responsibility Policy) Rules, 2014 is annexed herewith as
prescribed limits under Section 141(3)(g) f the Companies Act, 2013 Annexure – 5 to this Report in the prescribed format.
and they are not disqualified for re-appointment.

2022-23
51
Vigil Mechanism/ Whistle Blower Policy: Our products pass through stringent quality tests, and our quality
The Company has a “Policy on Whistle Blower and Vigil Mechanism” assurance team monitors at various stages of the manufacturing
to deal with instance of fraud and mismanagement, if any. In staying process and performs finished product inspections to ensure the
true to our values of Strength, Performance and Passion, the Company quality of our products.
is committed to the high standards of Corporate Governance and
stakeholder responsibility. The Whistle blower policy is displayed All products are manufactured in accordance with current Good
on the Company’s Website viz, https://www.polymedicure.com/wp- Manufacturing Practices (GMP). We are also subject to routine
content/uploads/2023/02/vigil-mechanism-and-whistle-blower- internal and external quality audits for GMP compliance that
policy.pdf assure our quality systems are consistent with current international
standards. Our various manufacturing facilities are also periodically
Prevention of Sexual Harassment at Workplace certified by independent and reputed external agencies. These
The Company has a detailed Policy on Prevention of Sexual certifications include, quality management system ISO 9001:
Harassment (POSH Policy) in place in line with the requirements 2015 by DNV GL Business Assurance, EN ISO 13485:2016 and EC
of The Sexual Harassment of Women at Workplace (Prevention, Certification by TUV SUD Product Service GmbH, Germany.
Prohibition and Redressal) Act, 2013 (Act). Internal Complaints
Committees (ICC) have been set up to redress complaints received Our manufacturing process comprises of using raw materials in
regarding sexual harassment and the Company has complied with molding or tubing through extruders, following which components
provisions relating to the constitution of ICC under the Act. All are assembled and samples are tested. The products are packed
employees (permanent, contractual, temporary, trainees) are covered using a blister packing machine in duplex or correlated boxes and
under this Policy. The POSH Policy is gender inclusive, and the the final products undergo sterilization and quality checks.
framework ensures complete anonymity and confidentiality.
All our manufacturing facilities in India have been accredited with
During the year under review, no complaints were received by the the EC certificates for quality assurance systems and EN ISO
Committee for Redressal. 13485:2016 certifications. Further, our Faridabad Facility-I, Faridabad
Facility-II, Faridabad Facility-V and Haridwar Facility, have also been
Details in respect of Adequacy of Internal Financial Controls with accredited with management system certificates for compliance
reference to the financial statements with ISO 9001:2015.
The Company has an internal financial control system commensurate
with the size and scale of its operations and the same has been Our manufacturing facilities have been accredited with several
operating effectively. The Internal Auditor evaluates the efficacy and international quality certifications. All our Indian manufacturing
adequacy of internal control system, accounting procedures and facilities have been accredited with EC certificates for quality
policies adopted by the Company for efficient conduct of its business, assurance systems and EN ISO 13485:2016 certificates. Further, our
adherence to Company’s policies, safeguarding of Company’s assets, Faridabad Facility-I, Faridabad Facility-II, Faridabad-V and Haridwar
prevention and detection of frauds and errors and timely preparation Facility, have also been accredited with management system
of reliable financial information etc. Audit Committee of the Board certificates for compliance with ISO 9001:2015. Our manufacturing
reviews reports submitted by the independent internal auditors and facilities in China, Italy and Egypt have also been accredited with
monitors follow-up and corrective actions. various certifications. We believe that we enjoy a competitive
advantage due to our manufacturing capabilities that enable us to
Particulars of Employees pursuant to Section 197(12) supply quality products in Indian and international markets.
Details pursuant to Section 197(12) of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Human Resources
Personnel) Rules, 2014 form part of this Report and are annexed Our employees contribute significantly to our business operations.
herewith as Annexure-6. As of June 30, 2024, our Company had 6,300 employees(including
contract workers) including 500 engineers.
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) We place significant emphasis on the recruitment and retention of
of the Companies (Appointment and Remuneration of Managerial our personnel and provide continuous training for employees to
Personnel) Rules, 2014, a statement showing the names of the top achieve high quality skills and improve productivity. Trainings are
ten employees in terms of remuneration drawn and names and other provided to enhance technical and behavioural skills. Other employee
particulars of the employees drawing remuneration in excess of the engagement programs include publication of our quarterly magazine
limits set out in the said rules forms part of this Report. “Seekh”, highlighting development and training activities, and
sponsoring fitness initiatives.
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies Our employees are not unionized and our operations have not been
(Appointment and Remuneration of Managerial Personnel) Rules, interrupted by any work stoppage, strike, demonstration or other
2014 forms part of this Report. labour or industrial disturbance. We have not experienced any
industrial disputes.
Having regard to the provisions of the second proviso to Section
136(1) of the Act and as advised, the Annual Report excluding the Credit Rating
aforesaid information is being sent to the members of the Company. CRISIL continue to accord the Company, the ratings on the bank
Any member interested in obtaining such information may send their facilities of the Company as under:
email to [email protected].
Long-Term Rating CRISIL AA-/ Stable
Quality and Certification Short Term Rating CRISIL A1+
We believe that quality control is critical to our brand and continued
growth. We have separate quality control procedures for raw materials Global Economic Volatility Risk
being used in the manufacturing process and for finished goods. Our performance and the growth of our business are necessarily
dependent on the health of the overall Indian economy. In the

52
recent past, Indian economy has been affected by global economic Moreover, we may be required to reconfigure our loan portfolio from
uncertainties and liquidity crisis, domestic policy and political time to time, so as to effectively manage our finance charges.
environment, volatility in interest rates, currency exchange rates,
commodity and electricity prices, adverse conditions affecting We are, to a limited extent benefitted by a natural hedging process
agriculture, rising inflation rates and various other factors. Risk on account of our imports, and further seek to hedge our foreign
management initiatives by banks and lenders in such circumstances currency exchange risk by entering into forward exchange contracts.
could affect the availability of funds in the future or the withdrawal We also have internal policies such as our Foreign Exchange Risk
of our existing credit facilities. The Indian economy is undergoing Management Policy and Commodity Risk Management Policy
many changes and it is difficult to predict the impact of certain for managing adverse movements in foreign exchange rates and
fundamental economic changes on our business. Conditions outside commodity prices. However, any such amounts that we spend or
India, such as a slowdown or recession in the economic growth of invest in order to hedge the risks to our business due to fluctuations
other major countries, have an impact on the growth of the Indian in currencies may not adequately hedge against any losses that we
economy. Additionally, an increase in trade deficit, a downgrading in may incur due to such fluctuations
India’s sovereign debt rating or a decline in India’s foreign exchange
reserves could negatively affect interest rates and liquidity, which Corporate Governance
could adversely affect the Indian economy and our business. Any Public listed companies are required under the SEBI Listing
downturn in the macroeconomic environment in India could adversely Regulations to prepare and circulate to their shareholders audited
affect our business, financial condition, results of operation and the annual accounts which comply with the disclosure requirements
trading price of our Equity Shares. Volatility, negativity, or uncertain and regulations governing their manner of presentation and which
economic conditions could undermine the business confidence include sections relating to corporate governance, Our Company
and could have a significant impact on our results of operations. is in compliance with the corporate governance requirements
Changing demand patterns and economic volatility and uncertainty prescribed under the SEBI Listing Regulations and Companies Act,
could have a significant negative impact on our results of operations. 2013 in relation to the composition of our Board and constitution of
committees thereof.
Business and Regulatory Risk
An important part of our strategy is to continue pursuing growth All Board Members and Senior Management Personnel have
opportunities and expand our global presence so as to increase our affirmed compliance with Code of Conduct as applicable to them for
market share outside of India. We have set-up a representative office the year ending on 31st March, 2024 as per Regulation 26(3) of SEBI
in the United Kingdom to market and distribute our products in the (LODR) Regulations, 2015. A declaration to this effect as signed by
region and [are in the process of setting-up a branch office in the the Managing Director is annexed with this Report.
United States. Our international operations are subject to a number
of market, business and financial risks and uncertainties, including Management Discussion and Analysis Report
those related to our use of distribution partners, geopolitical and The Management Discussion and Analysis Report on the operations
economic instability, foreign currency exchange and interest rate of the Company, as required under the provision of Regulation 34 of
fluctuations, competitive product offerings, local changes in medical the Listing Regulation is provided in “Annexure-7” forming part of
device delivery systems, local product preferences and requirements, Directors’ Report.
including preferences for local manufacturers, workforce instability,
weaker intellectual property protection in certain countries and Listing
longer accounts receivable cycles. Such risks and uncertainties The Shares of your Company are listed on the BSE Limited (BSE),
may adversely impact our ability to implement our growth strategy Mumbai and National Stock Exchange of India Limited, (NSE),
in these markets and, as a result, our sales growth, market share and Mumbai. The Listing fees to the Stock Exchanges for the year
operating profits from our international operations may be adversely 2024-25 have been paid.
affected.
Particulars of Conservation of Energy, Technology Absorption and
Our international operations are subject to established and Foreign Exchange Earnings and Outgo
developing legal and regulatory requirements for medical devices
in each country in which our products are marketed and sold. Most The information pertaining to conservation of energy, technology
foreign countries have medical device regulations. Further, most absorption, foreign exchange earnings and outgo as required under
countries require product approvals to be renewed or recertified on a Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)
regular basis in order for the products to continue to be marketed and of the Companies (Accounts) Rules, 2014 are given in “Annexure - 8”
sold there. We are subject to extensive and dynamic medical device and forming an integral part of this Report.
regulation, which may impede or hinder the approval or sale of our
products and, in some cases, may ultimately result in an inability Green Initiatives and Reduced Carbon Footprints
to obtain approval of certain products or may result in the recall or As part of the Green Initiative, we propose to send documents
seizure of previously approved products. These factors have caused such as Notices of General Meeting(s), Annual Reports and other
or may cause us to experience more uncertainty, risk, expense and shareholders communications for the year ended 31st March
delay in obtaining approvals and commercializing products in certain 2024 in electronic form, to the email addresses provided by you and/
foreign jurisdictions, and adversely impact our sales, market share or made available to the Company by the Depositories. The copy of
and operating profits from our international operations. annual report shall be available on the website of the Company and
for inspection at the registered office of the Company, during office
Foreign Exchange Risk hours. In case any member wishes to get Annual Report and other
We are a Export Oriented Company, and therefore we may suffer communication in physical form, he may write to the company and
losses on account of foreign currency fluctuations for sales to our the same will be provided free of cost.
international distributors and on our international operations, as we
may be able to revise prices, for foreign currency fluctuations, only Electronic copies of the Annual Report 2023-24 and Notice of the
on a periodic basis and we may not be able to pass on all losses 29th Annual General Meeting would be sent to all members whose
on account of foreign currency fluctuations to our distributors. email addresses are registered with the Company/Depository

2022-23
53
Participant(s). For members who have not registered their email Annexure-1
addresses, physical copies of the same would be sent in the REMUNERATION POLICY
permitted mode.
Preamble:
Pursuant to the provisions of section 178 of the Companies Act,
Significant and material orders passed by the Regulators or Courts 2013, read with rule 6 of Companies (Meeting of Board and its
There are no significant material orders passed by the Regulators/ powers) rules, 2014, the Board of Directors of every listed Company
Courts which would impact the going concern status of the shall constitute the Nomination and Remuneration Committee
Company’s operations in future. consisting of three or more Non-Executive Directors out of which
not less than one half shall be Independent Directors. The Board has
already constituted its Remuneration Committee comprising of Non-
Other Disclosures Executive Independent Directors. In order to align with the provisions
 The Company does not have any scheme of provision of money of the Companies Act, 2013 and rules made there under the Board in
for the purchase of its own shares by employees or by trustees its meeting held on 15th May, 2014 has changed the nomenclature
for the benefit of employees. of the Remuneration Committee to Nomination and Remuneration
Committee. The Nomination and Remuneration Committee shall
 Neither the Managing Directors nor the Whole-time Directors of determine the criteria of appointment to the Board and is vested
the Company have received any remuneration or commission with authority to identify candidates for appointment to the Board
from any of its subsidiaries. and evaluate their performance. This policy has been formulated
by Nomination and Remuneration Committee and approved by the
 No fraud has been reported by the Auditors to the Audit Board of Directors in compliance with section 178 of the Companies
Committee or the Board. Act, 2013 read with rule 6 of Companies (Meeting of Board and its
powers) rules, 2014.
 Neither application was made nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016. Objectives:
The primary objective of the policy is to provide a framework and
 No settlements have been done with banks or financial set standards for nomination, remuneration and evaluation of
institutions. Directors, Key Managerial Personnel and Officers comprising the
Senior Management. The Company aims to achieve a balance of
Acknowledgements & Appreciation merit, experience and skills amongst its Directors, Key Managerial
The Directors take this opportunity to express their deep sense of Personnel and Senior Management.
gratitude to its Central and State Governments and local authorities
for their continued co-operation and support. The main objective of the policy and committee includes the
following:
They also would like to place on record their sincere appreciation
for the commitment, hard work and high engagement level of every • To guide and recommend to the Board in relation to appointment
employee of the Company. and removal of Directors, Key Managerial Personnel and Senior
Management Personnel.
The Directors would also like to thank various stakeholders of
the Company including customers, dealers, suppliers, lenders, • To formulate the criteria for determining qualification, positive
transporters, advisors, local community, etc. for their continued attributes and independence of a director and recommendation
committed engagement with the Company. to the Board on the remuneration payable to Directors, Key
Managerial Personnel and officials in Senior Management of
The Directors would also like to thank the Members of the Company the Company.
for their confidence and trust reposed in the management team of
the Company. • Formulating the criteria for evaluation of the performance of
Directors, as well as Key Managerial and Senior Management
For and on behalf of Board of Directors Personnel.
22nd July, 2024 D. R. Mehta Himanshu Baid • To guide on providing reward to Directors, Key Managerial
New Delhi Chairman Managing Director Personnel and Senior Management directly linked to their
efforts, performance, dedication and achievement relating to
the Company’s operations.
• To retain, motivate and promote talent and to ensure long term

sustainability of talented Managerial Personnel and create
competitive advantage.
• To develop a succession plan for the Board Members, Key

Managerial Personnel and Senior Management and to regularly
review the plan.
Constitution and Composition of Nomination and Remuneration

Committee:
I. Membership of the Committee:
a) The Nomination and Remuneration Committee shall
consist of a minimum 3 Non-Executive Directors, provided
one half shall be Independent Directors.
54
b) Minimum two (2) members shall constitute a quorum for (iii) Company Secretary
the Committee meeting.
(iv) Chief Financial Officer
c) Membership of the Committee shall be disclosed in the “Nomination and Remuneration Committee” shall mean a Committee
Annual Report. of Board of Directors of the Company, constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013.
d) Term of the Committee shall be continued unless
terminated by the Board of Directors. “Policy” shall mean Nomination and Remuneration Policy.
II. Chairman of the Committee: “Remuneration” means any money or its equivalent given or passed
to any person for services rendered by him and includes perquisites
a) Chairman of the Committee shall be an Independent as defined under the Income Tax Act, 1961.
Director.
“Senior Management” mean personnel of the Company who are
b) Chairperson of the Company may be appointed as a members of its core management team excluding Board of Directors.
member of the Committee but shall not be a Chairman of This would include all members of management one level below the
the Committee. Executive Directors, including all the functional heads.
c) In the absence of the Chairman, the members of the
Applicability:
Committee present at the meeting shall choose one
The Policy shall be applicable to all the Directors (Executive and
amongst them to act as Chairman.
Non-Executive), Key Managerial Personnel and Senior Management
d) Chairman of the Nomination and Remuneration Committee Personnel of the Company.
meeting could be present at the Annual General Meeting.
Policy for appointment and removal of Director, KMP and Senior
III. Frequency of meetings:
Management:
The meeting of the Committee shall be held annually or as may
I. Appointment Criteria and Qualifications:
be decided by the Chairman.
a) The Nomination and Remuneration Committee (“Committee”)
IV. Committee members’ interests:
shall identify and ascertain the integrity, qualification, expertise
a) A member of the Committee is not entitled to be present and experience of the person for appointment as Director, KMP
when his or her own, remuneration is to be discussed and at Senior Management level and recommend to the Board
at a meeting or when his or her performance is being his/her appointment.
evaluated.
b) A person should possess adequate qualification, expertise
b) The Committee may invite such executives, as it considers and experience for the position he/she is considered for
appropriate, to be present at the meetings of the appointment. The Committee has discretion to decide whether
Committee. qualification, expertise and experience possessed by a person
are sufficient / satisfactory for the concerned position.
V. Secretary:
c) The Company shall not appoint or continue the employment of
The Company Secretary of the Company shall act as Secretary any person as Managing Director/Whole Time Director who has
of the Committee. attained the age of seventy years. Provided that the term of the
person holding this position may be extended beyond the age
VI. Voting: of seventy years with the approval of shareholders by passing
a special resolution based on explanatory statement annexed
a) Matters arising for determination at Committee meetings to the notice for such motion including the justification for
shall be decided by a majority of votes of Members present extension of appointment beyond the seventy years.
and voting and any such decision shall for all purposes be
deemed a decision of Committee. II. Term/Tenure
b) In the case of equality of votes, the Chairman of the a) Managing Director, Whole Time Director and Executive Director
meeting will have a casting vote.
The Company shall appoint or re-appoint any person as its
VII. Minutes of Committee Meeting: Executive Chairman, Managing Director, Whole Time Director or
Executive Director for a term not exceeding five years at a time.
Proceedings of all meetings must be recorded in minutes and No re-appointment shall be made earlier than one year before
signed by the Chairman of the Committee at the subsequent the expiry of term.
meeting. Minutes of the Committee meetings will be tabled at
the subsequent Board and Committee meeting. b) An Independent Director shall hold office for a term upto five
consecutive years on the Board of the Company and will be eligible
Definitions: for re-appointment on passing of a special resolution by the
Company and disclosure of such appointment in the Board Report.
“Board’’ means Board of Directors of the Company.
No Independent Director shall hold office for more than two
“Company’’ means ‘Poly Medicure Limited.’’ consecutive terms of maximum of 5 years each, but such
“Independent Director’’ means a director referred to in Section 149(6) Independent Directors shall be eligible for appointment after expiry
of the Companies Act, 2013. of three years of ceasing to become an Independent Director.
“Key Managerial Personnel” (KMP) means: Provided that an Independent Director shall not during the said
period of three years be appointed in or be associated with the
(i) Managing Director or Chief Executive Officer or Manager Company in any other capacity, either directly or indirectly.
(ii) Whole Time Director

2022-23
55
Evaluation/Assessment of Directors/KMPs/Senior Officials of the Directors, Key Managerial Personnel and other Senior Management
Company: Officials.
The evaluation/assessment of Directors, KMPs and the Senior
Officials of the Company is to be conducted on an annual basis by The Directors, Key Managerial Personnel and other Senior
the Committee. Management Official’s salary shall be based & determined on the
basis of person’s responsibilities and performance and in accordance
The following criteria may assist in determining how effective the with the limits as prescribed statutorily, if any.
performances of Directors/KMPs/Senior Officials have been:
The Nominations and Remuneration Committee determines
• Leadership & Stewardship abilities.
remuneration packages for Directors, KMP’s and Senior Management
• Contributing to clearly define corporate objectives & plans. Officials of the Company taking into account factors it deems
relevant, including but not limited to market conditions, business
• Communication of expectations & concern clearly with performance, prevailing laws and other guidelines.
subordinates.
• Obtain adequate, relevant & timely information from external i. Remuneration to Executive Directors:
sources. • Section 197 of the Companies Act, 2013 provides for the
total managerial remuneration payable by the Company to its
• Review & approval of achievement of strategic and operational Directors, including Managing Director and Whole Time Director,
plans, objectives, budgets. and its Manager in respect of any financial year shall not exceed
• Regular monitoring of corporate results against projections. eleven percent of the net profits of the Company computed in the
manner laid down in section 198 of the Companies Act, 2013.
• Identify, monitor & mitigate significant corporate risks.
• The Company with the approval of the shareholders and Central
• Assess corporate policies, structure & procedures.
Government may authorize the payment of remuneration
• Director, monitor & evaluate KMP’s, Senior Officials. exceeding eleven percent of the net profits of the Company,
subject to the provisions of schedule V.
• Review management’s succession plan.
• Effective meetings for corporate purposes. • The Company with the approval of the shareholders, may
authorise the payment of remuneration upto five percent of the
• Assuring appropriate board size, composition, independence, net profit of the Company to anyone of its Managing Director/
structure Whole Time Director/Manager and ten percent in case more than
• Clearly defining roles & monitoring activities of committees. one such official.
• Review of corporation’s ethical conduct. • The Company may pay remuneration to its Directors, other than
Managing Director and Whole Time Director upto one percent
Evaluation on the aforesaid parameters will be considered by the of the net profit of the Company, if there is a Managing Director
Independent Directors for each of the Executive/Non-Executive/ or Whole Time Director or Manager and three percent of the net
Non Independent Director in a separate meeting of the Independent profits in any other cases.
Director.
• The net profit for the purpose of the above remuneration shall
The Executive Director/Non Independent Director along with the be computed in the manner referred to in section 198 of the
Independent Directors will evaluate/ assess each of the Independent Companies Act, 2013.
Directors on the aforesaid parameters. Only the Independent Director
being evaluated will not participate in the said evaluation discussion. ii. Remuneration/Sitting Fee to Non-Executive / Independent
Director:
Removal: The Independent Directors shall not be entitled to any stock
Due to reasons for any disqualification mentioned in the Act or option of the Company. The Non- Executive/Independent
under any other applicable Act, rules and regulations thereunder, the Directors may receive remuneration by way of fee for attending
Committee may recommend to the Board with reasons the removal meetings of the Board or Committee thereof or for any other
of Director, KMPs subject to the provisions and compliance of the purposes as may be decided by the Board and profit related
Company’s Act, rules and regulations. commission as may be approved by the shareholders.
For Senior Management Personnel, the removal will be governed iii. Remuneration to Key Managerial Personnel and Officials in
by Company’s HR Policy and the subsequent approval of Managing Senior Management
Director.
The remuneration payable to Key Managerial Personnel and
Retirement: to the officials in Senior Management shall be decided by the
The Director, KMPs and Senior Management Personnel shall retire as Board/Committee having regard to the provisions of Act, Policy
per the applicable provisions of the Act and the prevailing HR Policy of the Company and their experience, Leadership abilities,
of the Company. The Board will have the discretion to retain the initiative taking abilities and knowledge base.
Director, KMPs, Senior Management Personnel in the same position/
remuneration or otherwise even after attaining the retirement age, for Duties of the Committee in relation to Nomination matters:
the benefit of the Company, subject to applicable laws.
• Ensuing that on appointment to the Board, Non-Executive/
Remuneration: Independent Directors receive a formal letter of appointment as
The guiding principle is that the level and composition of remuneration per the provisions of the Companies Act, 2013.
shall be reasonable and sufficient to attract, retain and motivate • Identifying and recommending Directors who are to be put
forward for retirement by rotation.

56
• Determining the appropriate size, diversity and composition of Non Executive Independent Directors and Non Executive Non
the Board as per the provisions of the Companies Act, 2013. Independent Directors
• Engagement
• Setting a formal and transparent procedure for selecting new
• Strategic Planning
Directors for appointment to the Board.
• Team spirit
• Developing a succession plan for the Board and Senior • Knowledge and Skills
Management and reviewing the plan from time to time.
• Evaluating the performance of the Board members and Senior
Management in the context of the Company’s performance Annexure-2
from business and compliance perspective. Form No. MR-3
• Recommend necessary changes to the Board. SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
• Considering any other matters as may be assigned by the (Pursuant to Section 204(1) of the Companies Act, 2013 and Rule
Board. no.9 of the Companies (Appointment and Remuneration Personnel)
Rules, 2014)
Duties of the Committee in relation to Remuneration matters:
• To consider and determine the remuneration based on the To,
principles of (a) pay for responsibilities (b) pay for performance The Board of Directors,
and potential. Poly Medicure Limited,
(CIN : L40300DL1995PLC066923)
• To pay for growth and ensure that the remuneration fixed is Property no. 232B, Third Floor,
reasonable and sufficient to attract, retain and motivate the Okhla Industrial Estate Phase – III,
Directors, KMP’s and Officials in Senior Management. New Delhi 110020
• To take into account financial position of the Company,
I have conducted the Secretarial Audit of the compliance of applicable
qualification, experience, past performance, past remuneration
statutory provisions and the adherence to good corporate practice
etc.
by Poly Medicure Limited having CIN L40300DL1995PLC066923
• To consider other factors as the Committee shall deem (“hereinafter called the Company”), Secretarial Audit was conducted
appropriate for elements of the remuneration of the members of in a manner that provided me a reasonable basis for evaluating
the Board and ensure compliance of provisions of Companies the corporate conducts/statutory compliances and expressing my
Act and other applicable laws. opinion thereon I report that:-
• To ensure that a balance is maintained between fixed and
a) Maintenance of Secretarial records is the responsibility of the
variable pay reflecting short and long term performance
management of the company. Our responsibility is to express
objectives appropriate to the working of the Company in the
an opinion on these secretarial records based on my audit.
remuneration of Directors, KMP’s and Senior Management.
• To consider any other matters as may be assigned by the Board. b) I have followed the Audit Practices and processes as were
appropriate to obtain reasonable assurance about the
Review and Amend correctness of the contents of the secretarial records. The
verification was done on test basis to ensure that correct
• The Committee or the Board may review the policy as and when facts are reflected in the secretarial records. I believe that the
it deems necessary. process and practices, I followed provide a reasonable basis for
• The Committee may issue the guidelines, procedures, format, my opinion.
reporting mechanism and manual in supplement and better
implementation to this policy, if it things necessary. c) have not verified the correctness and appropriateness of
financial records and books of accounts of the Company.
• The Company reserves the rights to modify, add, or amend any
of these Policy Rules/Guidelines any time. d) Wherever required, I have obtained the management
representation about the compliance of law, rules and
Evaluation of Director(s), KMP’s etc. regulations and happening of events etc.
The evaluation of Director(s), Key Managerial Personnel and
president level employees of the Company is to be conducted on e) The Compliance of the provisions of the corporate and other
an annual basis by the committee. Below mention criteria may be applicable laws, rules and regulations, standards are the
assisted in determining the effective of the performance: responsibility of the management. My examination was limited
to verification of procedures on test basis.
Executive Directors:
1. Performance Criteria: f) The Secretarial Audit Report is neither an assurance as to future
• Management qualities viability of the company nor of the efficacy or effectiveness
• Results/Achievements with which the management has conducted the affairs of the
• Domain Knowledge company.
• Decision making
Based on my verification of the Poly Medicure Limited books, papers,
2. Personal Attributes: minute books, forms and returns filed and other records maintained
• Leadership qualities by the company and also the information provided by the Company,
• Motivation and Commitment its officers, agents and authorized representatives during the conduct
• Vision of secretarial audit, I hereby report that in my opinion, the company
• Strategic Planning has, during the audit period covering the Financial Year ended on
• Principles and Values March 31, 2024,
2022-23
57
• complied with the statutory provisions listed hereunder (h) The Securities and Exchange Board of India (Buyback
and of Securities) Regulations, 2018; (Not Applicable as the
company has not bought back / proposed to buy-back any
• proper Board-processes and compliance mechanism in of its securities during the review period);
place
(i) The Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations,
to the extent, in the manner and subject to the reporting made 2015;
hereinafter:
(vi) And other applicable law
I have examined all the documents and books, papers, minute
books, forms and returns filed and other records maintained by Poly The Management has defined and confirmed the following laws
Medicure Limited (“the Company”) for the Financial Year ended on as specifically applicable to the Company.
31.03.2024 (“period under review”)according to the provisions of:
1. Drugs and Cosmetics Act, 1940;
(i) The Companies Act, 2013 (the Act) and the rules made there
under; 2. Applicable labour law ;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and I have also examined compliance with the applicable clauses of the
the rules made there under; following:
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws • Secretarial Standard issued by the institute of Company
framed there under to the extent of Regulation 74 and 76 of Secretaries of India and notified by Ministry of Corporate
Securities and Exchange Board of India(Depositories and Affairs;
Participants) Regulations, 2018;
• The Listing Agreement(s) entered into by the Company with
(iv) Foreign Exchange Management Act, 1999 and the rules Bombay Stock Exchange Limited (“BSE”), National Stock
and regulations made there under to the extent of Foreign Exchange of India (“NSE”), if any
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Secretarial
(v) The following Regulations and Guidelines prescribed under the Standards etc. mentioned above.
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to
the extent applicable to the Company; I further report that:
a) The Securities and Exchange Board of India (Substantial  The Board of Directors of the Company is duly constituted with
Acquisition of Shares and Takeovers) Regulations, 2011; proper balance of Executive Directors, Non-Executive Directors,
Independent Directors and Woman Director. There is no change
(b) The Securities and Exchange Board of India (Prohibition of in no change in the composition of the Board of Directors that
Insider Trading) Regulations, 2015; took place during the period under review.
As per Regulation 3(5) of Securities and Exchange Board  Adequate notices were given to all directors to schedule the
of India (Prohibition of Insider Trading) Regulation, Board / Committee Meetings, agenda and detailed notes on
2015,every company is required to maintained digital agenda items were sent at least seven days in advance, and
database, the Company has installed the same and system exists for seeking and obtaining further information and
complied with the provisions; clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
(c) The Securities and Exchange Board of India (Issue of
Capital Disclosure Requirements) Regulations, 2018;  Majority decisions are carried through while the dissenting
members’ views are captured and recorded as part of the
(d) The Securities and Exchange Board of India (Share Based minutes of the Board of Directors and Committee of Board as
Employee Benefit & Sweat Equity Shares) Regulations, the case may be.
2021;
The Company has obtained all necessary approvals under the
(e) The Securities and Exchange Board of India (Issue and various provisions of the Act; and there was no prosecution
Listing of Non-Convertible Securities) Regulations, 2021; initiated and no fines or penalties were imposed during the
(Not Applicable during the period under review); period under review under the Act, SEBI Act, SCRA, Depositories
Act, Listing Agreement and Rules and Regulations and
(f) The Securities and Exchange Board of India (Registrars Guidelines framed under these Acts against / on the Company,
to an Issue and Share Transfer Agents) Regulations, 1993 its Directors and Officers.
regarding the Companies Act and dealing with client; (Not
Applicable during the period under review); I further report that there are adequate systems and processes
in the company commensurate with the size and operations of
(g) The Securities and Exchange Board of India (Delisting of the company to monitor and ensure compliance with applicable
Equity Shares) Regulations, 2009. (Not during the period laws, rules, regulations and guidelines: -
under review.)

58
 As informed, the Company has responded appropriately to FOR P.K. MISHRA & ASSOCIATES
notices received from various statutory / regulatory authorities COMPANY SECRETARIES
including initiating actions for corrective measures, wherever
found necessary. Firm’s Registration No. S2016DE382600
Peer Review Certificate No.: 2656/2022
I further report that during the audit period, the following specific
events/action took place event/action having major bearing on the PAWAN KUMAR MISHRA
affairs of the Company. PROPRIETOR
Membership No.FCS-4305
• During the period under review , the company has made COP No.16222
allotment of 27,075 equity Shares to the eligible employees Date: 10-05-2024
Poly Medicure Employee Stock Option Scheme - 2020. Place: New Delhi
UDIN- F004305F000348121
Annexure-3
Particulars of Loans, Guarantees or Investments under Section 186
 Details of Investments as on 31st March, 2024
S. No. Name of Company Relationship Amount (` in Lakhs)

1 Plan1 Health India Private Limited* Subsidiary 1.00
2 Poly Medicure (Laiyang) Co. ltd. China* Subsidiary 472.39
3 Poly Medicure B.V., Netherlands* Subsidiary 5501.27
4 Ultra for Medical Products Company (ULTRAMED), Egypt* Associate 88.67
*Exempt under section 186 of the Companies, Act, 2013
 Details of Loans outstanding during the year ending 31st March, 2024 The Company has no outstanding Loans as on 31st March, 2024.
 Details of Guarantees as on 31st March, 2024 The Company has not issued any Corporate Guarantee.
Annexure-4
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act (g) Amount paid as advances, if any: NA
and Rule 8(2) of the Companies
(h) Date on which the special resolution was passed in general
(Accounts) Rules, 2014)
meeting as required under first proviso to section 188: NA
Form for disclosure of particulars of contracts/arrangements
2. Details of material* contracts or arrangement or transactions
entered into by the company with related parties referred to in sub-
at arm’s length basis:
section (1) of section 188 of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto
(*As defined under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and adopted by the Board
1. Details of contracts or arrangements or transactions not at
of Directors in the Related Party Transactions Policy of the
arm’s length basis:
Company, “Material Related Party Transaction” means a
transaction with a related party if the transaction/ transactions
NONE; DURING THE REPORTING PERIOD, ALL TRANSACTIONS
to be entered into individually or taken together with previous
WERE AT ARM’S LENGTH BASIS
transactions during a financial year, exceeds 10% of the annual
consolidated turnover OR 1000 crores, whichever is lower, of
(a) Name(s) of the related party and nature of relationship: NA
the Company as per the last audited Financial Statements of
(b) Nature of contracts/arrangements/transactions: NA the Company.)
(c) Duration of the contracts / arrangements / transactions: NA (a) Name(s) of the related party and nature of relationship: M/s.
(d) Salient terms of the contracts or arrangements or transactions Vitromed Healthcare, Jaipur
including the value, if any: NA
(b) Nature of contracts/arrangements/transactions: Job work
(e) Justification for entering into such contracts or arrangements Contract
or transactions NA
(f) Date(s) of approval by the Board: NA (c) Duration of the contracts / arrangements / transactions: 3
(Three) Years i.e. F.Y. 2021-22 to 2023-24.

2022-23
59
(d) Salient terms of the contracts or arrangements or transactions (e) Date(s) of approval by the Board, if any: 1st October, 2021.
including the value, if any: The Company hereby agrees for
job work contracts for some of the products and components (f) Amount paid as advances, if any: No Advance
of Medical Devices and their components to M/s Vitromed
Healthcare (The Firm) and the Firm agrees to manufacture
the same on Job work basis. The maximum amount of the For and on behalf of Board of Directors
Contract shall be ` 60 Crore in Financial Year 2021-22, ` 70
Crore in Financial Year 2022-23 and ` 80 Crore in Financial New Delhi D. R. Mehta Himanshu Baid
Year 2023-24. 22nd July, 2024 Chairman Managing Director
Annexure-5
1. Brief outline of the Company’s CSR policy including overview In accordance with the primary CSR philosophy of the Company
of projects or programs proposed to be undertaken and a ref- and the specified activities under Schedule VII to the Compa-
erence to the web-link to the CSR policy and projects or pro- nies Act, 2013, the CSR activities of the Company cover certain
grams. thrust areas such as Eradicating hunger, poverty and malnu-
trition, Promoting Health Care, Promoting gender equality and
In adherence to section 135 of the Companies Act, 2013 read empowering women, supporting education and healthcare.
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors upon the recommendation The Corporate Social Responsibility Policy of the Company is
of CSR Committee, in its meeting held on 15th May, 2014, has available on the website of the Company https://www.polymed-
approved a CSR Policy of the Company. icure.com/wp-content/uploads/2019/07/CSR_Policy_2015.
pdf.
2. Composition of the CSR Committee:
Sl Name of Director Designation/Nature of Number of meetings of CSR Number of meetings of CSR

No. Directorship Committee held during the year Committee attended during the year
1. Mr. Devendra Raj Mehta Chairman -Independent Director 1 1
2. Mr. Jugal Kishore Baid Member - Non Executive Director 1 1
3. Mrs. Mukulika Baid Member - Non Executive Director 1 1
4. Ms. Sonal Mattoo Member - Independent Director 1 1
3. Provide the Web link where Composition of the CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on
the website of the Company. Web link are as under: https://www.polymedicure.com/wp-content/uploads/2019/07/CSR_Policy_2015.
pdf.
4. Impact Assessment of CSR projects carried out in pursuance of sub rule (3) of Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if any- Not Applicable
5. Amount required for set in pursuance of sub rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:
NIL
6. Average net profit of the Company for the last three financial years: Average net profit: Average net profit: ` 19,662.73 lacs last year
7. (a) Two percent of average net profit of the Company as per Section 135(5): ` 393.25 lacs/-
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(c) Amount required to be set off for the financial year 2023-24: NIL
(d) Total CSR obligation for the financial year 2023-24: ` 393.25 lacs/-
8. (a) CSR Amount spent or unspent for the financial year:
Amount unspent (In `)

Total Amount spent for the Total Amount transferred to unspent CSR Amount transferred to any fund specified under Schedule VII as
financial year (In `) Account as per Section 135 (6) per second proviso to Section 135 (5)
Amount Date of transfer Name of the Fund Amount Date of transfer
` 573.91 Lacs Not Applicable
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

60
(c) Details of CSR amount spent against other than ongoing projects for the financial year: ` 573.91 Lacs
Sl. Name of Project Item from Local Location of Project Amount Mode of Mode of
No. the list of Area Spent Implementation- implementation-
activities in (Yes/ for the Direct (YES/NO) Through implementation
schedule VII No) Project agency
to the Act State District (` in lacs)
1 On Providing (i) YES HARYANA (Faridabad) 78.61 PROJECT BALA
food and related RAJASTHAN (Jaipur)
services UTTARAKHAND (Haridwar)
2 On Promotion of (i) YES 256.33 NO BHAGIRATHI SEVA
Education PRANYAS,
SHRI JAIN SHEWTAMBER
TERAPANTH SHIKSHA
SAMITI, PRAKRAT
BHARATI ACADMEY
JITO ADMINISTRATIVE
TRAINING, SRINGERI
SHARADA PEETHAM,
ATUL MAHESHWARI
FOUNDATION
3 On Welfare for (ii) YES 7.30 NO SOCIETY FOR WELFARE
disabled person OF MENTALLY HANDICAP
and social welfare
4 Contribution to (ii) YES 231.67 NO SHRI SRINGERI SHARDA
CSR Eligible Trust PEETHAM, CHARITABLE
TRUST, ETERNAL CARE
FOUNDATION
TOTAL 573.91
(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment: Not applicable
(f) Total amount spent for the financial year 2023-24 (8b+8c+8d+8e): ` 573.91 Lacs
(g) Excess amount for set off, if any: ` 180.66 Lacs
Sl no. Particulars Amount (in `)

1. Two percent of average net profit of the Company as per Section 135(5) ` 393.25 Lacs
2. Total amount spent for the F.Y. 2023-24 ` 573.91 Lacs
3. Excess amount spent for the F.Y. 2023-24 ` 180.66 Lacs
4. Surplus arising out of the CSR projects or programmes or activities of the previous financial years Nil
5. Amount available for set off in succeeding financial years (iii-iv) ` 180.66 Lacs
9. (a) Details of Unspent CSR amount for the preceding three financial years: Nil
(b) Details of CSR amount spent in the F.Y. 2023-24 for ongoing projects of the preceding financial year(s): Not Applicable
10. In case of creation or acquisition of capital asset, the details relating to the asset so created or acquired through CSR spent in the F.Y.
2023-24 - Not Applicable
11. The reason for failure to spend two percent of the average net profit as per Section 135(5): Not applicable
Responsibility Statement by the Corporate Social Responsibility Committee:
The responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives
and Policy of the Company.
Shri Devendra Raj Mehta Himanshu Baid

(Chairman CSR Committee) (Managing Director)

2022-23
61
Annexure-6
(A) (A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Relevant
Clause Prescribed Requirement Particulars
u/r 5(1)
(i) Ratio of the remuneration of each director to the – Ratio of the remuneration of Shri Himanshu Baid, Managing Director
median remuneration of the employees of the to the median remuneration of the employees – 509 : 1
company for the financial year
– Ratio of the remuneration of Shri Rishi Baid, Joint Managing Director
to the median remuneration of the employees – 494 : 1
– Ratio of the remuneration of Shri Naresh Vijayvergiya, CFO – 33 : 1
- Ratio of the remuneration of Shri Avinash Chandra, CS – 6 : 1
- Ratio of the remuneration of Shri Ravi Prakash, Deputy CS – 3 : 1
(ii) Percentage increase in remuneration of each Director, – Shri Himanshu Baid, MD – 32.07%
Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial – Shri Rishi Baid, JMD – 33.74%
year – Shri Naresh Vijayvergiya C.F.O. – 13.24%
– Shri Avinash Chandra, CS – 12.51 %
– Shri Ravi Prakash, Deputy CS – 8.64 %
(iii) Percentage increase/(decrease) in the median 2.45 %

remuneration of employees in the financial year
(iv) Number of permanent employees on the rolls of 2,651 Employees

company
(v) Affirmation that the remuneration is as per the The remuneration is as per the Nomination and Remuneration Policy
remuneration policy of the company for the Directors, Key Managerial Personnel and Other Employees of
the Company, formulated pursuant to the provisions of section 178 of
the Companies Act, 2013.
Annexure-7
MANAGEMENT’S DISCUSSION AND ANALYSIS
The global healthcare industry is a vast and rapidly evolving sector, The global medical device industry experienced a compound annual
with the market size estimated to surpass $11 trillion in 2024 and growth rate (CAGR) of 5% from 2019 to 2023, increasing from $446
projected to grow at a compound CAGR of around 8% over the billion to $545 billion. Looking ahead, the global medical device
next decade. This expansion is driven by factors such as an aging industry is projected to reach $725-775 billion by 2028, with a CAGR
population, increasing prevalence of chronic diseases, technological of 5.5-7.5%. This growth will be driven by factors such as an aging
advancements, and rising healthcare expenditure across both population, increasing burden of non-communicable diseases, rising
developed and emerging markets. healthcare spending, and growing healthcare spending in developing
and middle-income countries. Additional growth drivers include the
introduction of new technologies, enhanced healthcare data security,
increasing disposable income, and a rising incidence of sedentary
lifestyle-related diseases.

62
Going forward Asia Pacific region is expected to grow reaching 10-15% as the consumption market in this region grows strongly with increase in
population, healthcare expenditure and economic output (GDP), while North America is expected to maintain its dominant position.

2022-23
63
The Indian healthcare industry is experiencing dynamic growth, by strong growth in the healthcare industry. The hospital healthcare
with its market size projected to reach approximately $350 billion industry registered 12-14% CAGR during the period, driving growth
by 2024, reflecting a CAGR of around 22% over the past few years. for the medical devices and equipment industry. The medical devices
This expansion is fuelled by a combination of factors, including a industry grew because of increased spending on healthcare and
rising middle class, increased health awareness, and significant expansion of healthcare facilities. Health expenditure increased to
investments in both infrastructure and technology. The sector is 1.9% of the GDP in fiscal 2024 from 1.4% of GDP in fiscal 2018, and
benefiting from advancements in telemedicine, digital health records, PFCE healthcare spending logged 6% CAGR from fiscals 2012 to
and a surge in private healthcare facilities, which complement the 2024 at constant prices.
government’s efforts to improve public health services. Additionally,
the growing focus on affordable healthcare and innovations in Medical consumables and disposables grew as Ayushmaan Bharat
pharmaceuticals, Medtech and biotechnology are driving further helped increase health service penetration in India, aiding to increase
growth, positioning India as a key player in the global healthcare the medical procedure and treatments conducted in India. Increase
landscape. in insurance penetration, medical treatments supported by the
PMJAY Ayushmaan Bharat, and usage of technological and medical
Indian medical device sector is estimated at Rs. 900-915 Bn in equipment in public as well private hospitals across rural and urban
fiscal 2024 India also supported the medical devices industry.
Indian medical devices sector, valued at Rs 900-915 billion in Medical devices industry grew at 12-13% in fiscal 2024
fiscal 2024, comprises more than 14,000 different product types,
ranging from wound closure pads to stents. The sector is highly The medical devices industry exhibited a flat growth in fiscal 2023
fragmented and is predominantly import driven. Imports account as pent up demand due to covid-19 receded and Import of some of
for ~80% of the total market and sales of medical electronics, the equipment like ventilators reduced. The demand of ventilators
hospital equipment, surgical instruments, implants and diagnostic and oxygen equipment had grown significantly in fiscal 2021 and
reagents. Consumables and disposables are primarily manufactured 2022 but as covid-19 receded the demand for these equipment have
in India, with imports accounting for ~30-40% of the sales. More fallen, However, this demand is substituted by x-ray machines, CT
than 800 domestic firms are primarily involved in manufacturing scan machines, MRI machines etc. to some extent as surgeries in
low-technology products. Indian firms engaged in this industry hospitals return to pre-covid level because of which the industry has
are typically small and medium-scale enterprises, manufacturing grown at 12-13% in fiscal 2024 to reach Rs. 900-915 billion.
products such as disposable and medical supplies and competing in
low-priced, high-volume segments. In the consumables segment too, many of the unorganised players
had ventured into production of different consumables. These
Medical devices industry registered ~12% CAGR between fiscals unorganised players are expected to have been impacted as the
2019 and 2024 as public and private healthcare spending rose demand related to covid-19 receded. In the implants segment
robustly the demand remained robust as more surgeries are performed in
hospitals across the country. Owing to these factors the total medical
The medical devices industry in India grew to Rs 900-915 billion in devices industry is estimated to have reached Rs. 900-915 billion in
fiscal 2024 from Rs 501 billion in fiscal 2019 at ~12% CAGR driven fiscal 2024.
Trend in medical devices industry
Source: CRISIL MI&A

64
Medical devices industry to log 11-12% CAGR over fiscals 2024- population, increased occurrence of chronic and lifestyle
2028 disease, and increased awareness about healthcare diagnostics
The medical devices industry is expected to log a robust 11-12% and prevention, demand for quality healthcare, increase in
CAGR from fiscals 2024 to 2028 on account of increase in healthcare health insurance; it is the government’s focus on ‘Make in India’,
facilities and demand for healthcare services from the middle- industry-supportive policies and schemes like production linked
income group. The healthcare delivery market is projected to clock incentive(PLI) scheme, potential for import substitution, and
11-12% growth over the period supporting demand for medical shift from geographic concentration of imports from the supply
devices and consumables. Rise in per capita income, awareness side. Regulation of product pricing and Government’s focus on
about health diagnostics, healthcare spend, chronic and non-chronic providing cost effective healthcare service in India will lead to
diseases, and penetration of medical insurance will aid growth of the higher demand for cost-effective products which will generate
medical devices industry. With Government of India focus on policy demand for locally manufactured products that are distributed
framework and ecosystem support, and the increase in demand at competitive prices. Owing to pricing pressures and supply
of healthcare services in India, Indian medical device industry is chain challenges during and post covid-19 pandemic, OEMs are
expected to grow faster at 11-12% between fiscal 2024 and 2028 seeking cost-competitive alternatives, which is giving rise to
than global industry, which is expected to grow at 5.5-6.5% CAGR India as an emerging hub for manufacturing of high complexity
between CY 2024 and CY 2028. and medium volume medical devices. This provides opportunity
for indigenous medical device manufacturers to upgrade their
Medical consumables and disposables saw robust rise in production facilities and cater to rise in demand for locally
demand in the pandemic situation manufactured cost effective medical devices.
• Medical consumables and disposables segment is valued at India is among the fast-growing markets for healthcare and
` 195 billion in fiscal 2024 medical devices in the Asia-Pacific. With improving medical
device regulations, setting up of the National Medical
• The segment clocked 13% CAGR from fiscals 2019 to 2024, Devices Promotion Council, and the government’s focus on
manufacturing of medical device, there is huge potential for the
• With 20-25% share, it is the second largest segment in the Indian medical manufacturing industry.
medical devices market
• Key government healthcare schemes and programmes under
• Medical consumables saw a flat growth in fiscal 2022 on implementation/ announced (Ayushman Bharat, National
account of higher base in fiscal 2021. Fiscal 2021 saw a huge Health Policy, etc)
growth over fiscal 2020 on account of increased demand from
pandemic driven sales of PPE kits, masks, gloves and other • Increase in medical insurance penetration - Insurance
consumables etc. penetration (premiums as percentage of GDP) in India reached
4% in fiscal 2022 from 2.7% in fiscal 2002. As of fiscal 2023,
• In fiscal 2022, as the economy opened up and vaccinations nearly 550 million people were covered under health insurance
picked up demand for medical consumables like syringes as against 288 million in fiscal 2015, increasing at 8.4% CAGR
increased and the medical consumables was able to sustain
the demand witnessed in the fiscal 2021. • Large senior citizen population of 146 million (60+ years) in
2021 which is expected to reach 171 million by 2026.
• In fiscal 2023, the unorganised manufacturers who entered
the market in the pandemic were impacted as covid-19 related • Rising urbanisation and adoption of sedentary lifestyles, fuelling
demand receded. chronic diseases.
• In fiscal 2024, growth in the segment was supported by • Change in disease profile: Shift to non-communicable diseases
increased focus on preventive healthcare driving the demand (lifestyle-related diseases such as heart-related ailments,
for diagnostic tests leading to an increase in the usage of diabetes, etc).
consumables as well as middle class with rising disposable
income seeking better healthcare services, driving demand for • Investment in nurse training programmes to enhance knowledge
high-quality medical consumables, Apart from this the segment of advanced wound care techniques.
is expected to be aided by increased usage of consumables
and disposables for infection protection and rise in medical • Growing number of surgical procedures conducted in India.
procedures and treatments with the penetration of healthcare
facilities in India . • Growing medical tourism: Medical tourism has grown at 52%
CAGR from 2020 to 2023, with 65-75% share from neighbouring
Exports contribute to nearly 50-55% of production value countries.
• India has an established exports market for production of • Foreign direct investment (FDI) equity inflows in the medical
medical devices, with exports contributing to nearly 50-55% of and surgical appliances has increased from ` 22.0 billion in
the production industry size. Exports grew at 14% CAGR, from fiscal 2020 to ` 39.8 billion in fiscal 2024, at 16% CAGR.
Rs 143 billion in fiscal 2019 to Rs 280 billion in fiscal 2024. India
has fairly concentrated exports, with the top countries/regions • Economic growth supporting higher disposable incomes. Rise
contributing to ~55%, and exports majorly in the equipment in per capita income at ~4% in nominal terms from fiscals
segment. 2012-24, leading to higher demand for healthcare products and
services.
Growth drivers
• Both demand- and supply-side factors are driving growth for • Increased Public Spending in Healthcare - Government of India
the medical device industry in India. While demand-side factors have set a target for public spending in healthcare which aims
include rising income level and healthcare expenditure, ageing to achieve 2.5% of GDP by 2025 from 1.3% in fiscal 2018. Also,

2022-23
65
with rising disposable income there is growing demand for diseases and the growing burden of chronic conditions, there is a
access to quality healthcare. significant shift from reactive to preventive healthcare. MedTech
companies are developing innovative solutions to support this
• Increased private investment in Healthcare and Public Private transition, including health tracking apps, personalized wellness
Partnership (PPP) route for capital expenditure in healthcare programs, and early diagnostic tools.
supporting penetration of medical facilities.
These technologies are designed to help individuals monitor their
The Surge of the Indian MedTech Industry: A Bright Future health more effectively, identify risk factors early, and take proactive
Ahead steps to prevent disease. By emphasizing prevention, the MedTech
industry is not only improving individual health outcomes but also
The Indian medical technology (MedTech) industry is undergoing contributing to the overall efficiency of the healthcare system.
a transformative phase, marked by rapid growth and a promising
future. This evolution is driven by a confluence of favorable Growing Private Investments
government policies, technological advancements, and increased
private investments. As the sector continues to expand, it is poised The surge in private investments in healthcare infrastructure, including
to become a global leader in healthcare innovation and accessibility. hospitals and diagnostic centers, is another key factor driving the
growth of the MedTech industry. Private sector investments are
Government Policies and Initiatives enhancing the quality and accessibility of healthcare services across
India.
The Indian government has been instrumental in shaping the
MedTech landscape through a series of supportive policies and Investment in healthcare facilities is not limited to expanding existing
initiatives. A major development in this area is the Medical Devices infrastructure; it also includes integrating advanced technologies
Bill, which seeks to establish a comprehensive regulatory framework and innovative practices. New hospitals and diagnostic centers are
for medical devices. This bill aims to ensure the safety, efficacy, being equipped with state-of-the-art medical devices and technology,
and quality of medical devices, aligning Indian standards with elevating the standards of healthcare delivery.
international norms. By enhancing regulatory clarity and consistency,
the bill is expected to attract more global players to the Indian market The increasing interest from private investors is also fostering
and foster innovation. partnerships and collaborations between MedTech companies
and healthcare providers. These collaborations are driving the
The Pradhan Mantri Atmanirbhar Bharat Abhiyan (PM-AB) further development of new technologies and solutions that address
underscores the government’s commitment to promoting self- emerging healthcare needs and improve patient outcomes.
reliance in the MedTech sector. The initiative includes support
for research and development, infrastructure development, and Future Outlook
technology adoption. Through this scheme, the government aims to
enhance domestic capabilities, reduce reliance on imports, and drive The future of the Indian MedTech industry looks exceptionally
the development of cutting-edge medical technologies. bright. With supportive government policies, rapid technological
advancements, and growing private investments, the sector is
There are key levers that can drive the medtech sector forward on its well-positioned for continued growth. The integration of advanced
growth journey. technologies, a focus on preventive health, and a robust regulatory
framework will drive innovation and enhance healthcare accessibility.
Technological Advancements As India strengthens its position as a global MedTech hub, the
Technology plays a crucial role in the growth of the MedTech industry. industry is expected to attract further investments and foster
Advances in digital health, artificial intelligence (AI), and robotics significant advancements. By continuing to build on its strengths and
are revolutionizing the way healthcare is delivered. AI-powered embracing new opportunities, the Indian MedTech sector is set to
diagnostic tools, for instance, are improving the accuracy and speed make a lasting impact on global healthcare and improve the quality
of disease detection, while robotic surgical systems are enhancing of life for millions of people.
precision and outcomes in complex procedures.
The Evolving Value Chain
Telemedicine has also emerged as a game-changer, especially in
expanding access to healthcare services in remote and underserved Traditionally, medical device companies have delivered value
areas. Through telemedicine platforms, patients can consult with primarily through manufacturing and selling their products. But as
healthcare providers, receive diagnoses, and follow treatment plans pressures on the healthcare system mount, there are foundational
without geographical constraints. This shift towards digital health shifts in the care delivery model, and as a result, the industry value
solutions is transforming patient care and making healthcare more chain is up for a drastic overhaul. In the new normal, companies will
accessible. need to step out of their conventional manufacturing role. Services
and data intelligence will need to be integrated with products to
Wearable health devices and remote monitoring technologies are offer holistic solutions, requiring a ‘power play’ across the value
gaining traction as well. These innovations enable individuals to chain – strengthening existing business-to-business (B2B) plays and
track their health metrics in real-time, facilitating early detection creating new ones. These power plays will likely include a continuous
of potential health issues and promoting preventive healthcare. By slew of deal activities –strategic alliances and partnerships.
empowering individuals with real-time health data, these technologies
are contributing to a proactive approach to health management. Medical device companies will ultimately seek to play a larger role in
the value chain and get closer to customers, patients and consumers.
Focus on Preventive Health Done right, this will not only add new revenue streams for them, but
also contribute to shorter, cheaper, and fewer hospital visits – and
Preventive health is becoming a central focus within the Indian thus lower healthcare costs.
MedTech sector. With increasing awareness of lifestyle-related

66
Reinvent, reposition, reconfigure!
The days of simply manufacturing a device, and selling it to healthcare providers via distributors, have long vanished. Value is the new byword
for success, prevention the preferred clinical outcome, and intelligence the new competitive advantage.
FDI inflow in medical device industry in India (USD million)5
1. National Medical Device Policy 2023, Drishti IAS, May 2023

2. Indian medical devices industry has potential to reach $50 billion by 2030: Mansukh Mandaviya, Business today, September 2022
3. The Indian Opportunity: Pharmaceuticals & Medical devices, Invest India, April 2023
4. BT Buzz: Make in India flops for medical devices; domestic firms shutting shops to import, Business Today, July 2019
5. Report on Final Boosting of Medical Devices Industry, Department of Pharmaceuticals, August 2023

2022-23
67
Role of the government in catalysing R&D and innovation

The Union budget of 2023 touched upon nuances of R&D and innovation including upskilling of workforce through multidisciplinary courses
and promoting cross-functional research through ICMRs34. NMDP, launched by the government in 2023, provides a vision for addressing
shortfalls across the entire medical device value chain with a strong focus on promoting R&D and innovation. Table 1 summarises the key
initiatives and respective focus area of each scheme. It is important to collectively view the government policies as opposed to looking at
them in isolation since no one policy can address the gaps.
Current policies and initiatives to bolster sector capabilities and promote innovation
Government initiatives for medical device sector
National Policy on Research and Development and Innovation in scheme to catalysepharmaceutical and medical device research in
Pharma-MedTech Sector the country.
The National Policy on Research and Development and Innovation The scheme has two main components:
in Pharma-Medtech Sector was launched in September 2023. The • The first component focuses on boosting research infrastructure
policy aims to encourage R&D in pharmaceuticals and medical through the establishment of seven centres of excellence (CoE)
devices (domestic and international) and creating an ecosystem for at NIPERs.
innovation across the sector.
• The second component focuses on provision of financial
The policy also proposes to establish an Indian Council of incentives for companies undertaking research initiatives in-
Pharmaceuticals and Medtech Research and Development which house or in collaboration with government institutes across
promotes collaboration between industry, academia, and research six moon-shot areas which includes -AI/ML based medical
institutes across departments6. devices with software development, Software as Medical
Device (SaMD), and Software in Medical Device (SiMD); medical
Promotion of Research and Innovation in Pharma-Medtech(PRIP) diagnostics and screening devices with genetic engineering
The Department of Pharmaceuticals (DoP) has launched the PRIP technology; robotic devices for surgery; and medical devices
with telemedicine facilities.
Dr Mansukh Mandaviyalaunches National Policy on Research and Development and Innovation in Pharma-MedTech Sector in India and Scheme for pro-
6.
motion of Research and Innovation in Pharma MedTech Sector (PRIP), Ministry of Chemicals and Fertilizers, September 2023

68
National Medical Device Policy (NMDP) and as of April 2023, manufacturing of 37 high-end medical devices
have been commissioned.
• NMDP, approved in April 2023, provides a holistic policy
framework for accelerating innovation in the medical device The PLI scheme is playing a key role in the larger innovation eco-
sector7. The policy defines a set of focus areas that would be system by providing a platform for affordable high-end medical
key to propelling capabilities of the sector. devices in India.
Assistance to Medical Devices Cluster for Common Facilities Promotion of medical device parks scheme: The scheme launched in
(AMD-CF) 2020 aimed at strengthening the manufacturing and R&D ecosystem
of medical devices in the country. The central government aims
Through AMD-CF, the government will provide financial assistance to provide financial assistance to select state governments for
for building common infrastructure facilities at existing medical establishing medical device parks, to provide access to standard
device clusters. With a total outlay of USD36.5 million (INR3 billion), testing and advanced infrastructure facilities. The total financial
the scheme would support building of 12 common facilities and 12 outlay of the scheme is USD48.7 million (INR4 billion). This initiative
testing labs between FY23–24 and FY26–27.8 By supporting the will establish specialized parks in Uttar Pradesh, Madhya Pradesh,
creation of labs, the scheme will play a key role in advancing R&D Himachal Pradesh, Tamil Nadu. Additionally followed by 4 more
capabilities of current and upcoming medical device clusters in the parks in Gujarat, Rajasthan, Telangana, and Kerala. One Park is
country. already operational in Andhra Pradesh (AMTZ), bringing the total to 9.
National Research Foundation (NRF) Bill 9,10 INDIA’S VISION OF MEDICAL DEVICE INNOVATION
In June 2023, introduction of the NRF bill in the parliament was With India expected to become a USD10 trillion economy by 2035,
approved by the Union Cabinet. Through NRF, the government medical device sector is expected to play major role to help realise
aims to catalyse cross-functional and collaborative research. The its aspiration. While India can keep playing the volume game,
Department of Science and Technology (DST) will function as the providing affordable and high-quality care to masses can happen
administrative arm of NRF and the total outlay of funds under NRF is through focusing on research and innovation. Just like the impetus
expected to be USD6.1 billion (INR500 billion), which will be shared given to ‘Make in India,’ there is rising focus on ‘Innovate in India,’
by the government and private sector over the course of the next five which could enable India to become a desirable destination for R&D
years (2023–28) in the medical device domain. The vision can be accomplished by
developing a strategy and subsequently a roadmap for enhancing
Production Linked Incentives (PLI) scheme: The PLI scheme for the India’s innovation quotient. We could expect the government to
medical devices was launched by the government in 2020 to promote focus on implementing policies that provide financial incentives to
domestic manufacturing of devices. The scheme extends an manufacturers, incentivising private players for investments in R&D,
and adoption of advanced technologies to develop high-end medical
incentive of 5 per cent on incremental sales of medical devices devices. Greater focus needs to be on developing collaborations
manufactured in India covered under the target segments. Total between manufacturers, hospitals and academic institutes. Also,
incentive outlay of the scheme is USD416 million (INR34.2 billion) promoting growth of start-ups will fuel the innovation engine, which
needs to be sustained by a skilled workforce.
Key themes that will enable India to achieve its ‘Innovate in India’ vision
7.
Cabinet approves the Policy for the Medical Devices Sector, Ministry of Chemicals and Fertilizer, April 2023
8.
Guidelines for the scheme for “Assistance to Medical Device Clusters for Common Facilities (AMD-CF)”, Department of pharmaceuticals, May 2023
9.
Cabinet approves Introduction of National Research Foundation Bill, 2023 in Parliament to strengthen research eco-system in the country, Ministry of
Science & Technology, June 2023
10.
No quick fix: On National Research Foundation Bill, The Hindu, July 2023

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Overview of the Company Business Operations and Manufacturing Facilities
We are among the top five companies in the medical devices industry We operate 12 manufacturing facilities across India, China, Egypt and
in India, in terms of operating income and stand fifth in terms of Italy. In India, we operate nine facilities, including six facilities situated
profit after tax (“PAT”), in Fiscal 2023. We manufacture and supply, in Faridabad (Haryana), two facilities (including a SEZ unit) situated
in India and internationally, a diverse portfolio of medical devices in in Jaipur (Rajasthan) and one facility in Haridwar (Uttarakhand).
the product verticals of infusion therapy, oncology, anesthesia and
respiratory care, urology, gastroenterology, vascular access, surgery In addition, we operate one manufacturing facility in China through
and wound drainage, dialysis and renal care, diagnostics, transfusion our wholly-owned subsidiary Poly Medicure Laiyang Company
system, veterinary medical devices, and others. In Fiscal 2023, we Limited, one manufacturing facility in Egypt through our associate
expanded into cardiology, and launched a critical care division for entity Ultra For Medical Company, and one manufacturing facility in
focusing on products used in intensive care. As of June 30, 2024, Italy through our step-down subsidiary, Plan1 Health s.r.l. All of our
we had over 123 categories with 6,745 SKUs of disposable medical manufacturing facilities are supported by infrastructure for injection
devices. molding, extrusion, insert molding, blow molding, ultrasonic welding,
UV bonding and laser welding. In addition, our manufacturing
Over the years, we have developed an extensive sales and distribution facilities include effluent treatment plants, which treat our industrial
network across India. As of June 30, 2024, our distribution network wastewater and recycle it for reuse or for safe external disposal.
with a pan-India presence included 506 distributors. We believe
we have developed long term relationships with a majority of our In order to capitalize on growth opportunities in the medical devices
distributors. Our sales division is also involved in promotion of our sector, we seek to invest in physical and operational infrastructure to
products in 8,000 private and government hospitals and nursing expand our manufacturing capabilities with a focus on diversifying our
homes across India, as on June 30, 2024. In the three months ended product portfolio. In Fiscal 2023, we set up two new manufacturing
June 30, 2024, we supplied our products to Europe, Africa, Americas, facilities in Faridabad (Haryana) and Jaipur (Rajasthan), in addition
Australia, and Asia through a network of 260 distributors in these to expanding our existing Faridabad Facility III and Jaipur I Facility.
jurisdictions, with many of them benefiting from local/regional Further, we intend to establish three manufacturing facilities in order
exclusivity arrangements. In Fiscal 2024 and in the three months to manufacture medical devices, to be situated at Jaipur, Rajasthan
ended June 30, 2024, revenue generated from sales outside India (“Rajasthan Facility”), Palwal, Haryana (“Haryana Facility”) and
represented 69.63% and 72.14% of our revenue from operations, Haridwar, Uttarakhand (“Uttarakhand Facility”, and together with the
respectively. Rajasthan Facility and Haryana Facility, the “Proposed Facilities”)
over Fiscal 2025 to 2027.
We focus on research and development (“R&D”) for developing more
effective, safe to use, and user-friendly products. Our R&D activities Global manufacturing capabilities with a focus on automation
are also aimed at improving existing processes and production cost
efficiency and developing processes for sustainable manufacturing Our associate Ultra for Medical Products, operates a manufacturing
practices and environmental friendly products. We operate one in- facility in Assuit, Egypt for disposable medical devices. We also have
house R&D facility at Faridabad (Haryana) (“R&D Center”), which a manufacturing facility in China, operated by our wholly-owned
has been approved by the Department of Scientific and Industrial subsidiary, and a manufacturing facility in Italy, operated by our step-
Research, Ministry of Science and Technology, Government of India down subsidiary. The manufacturing facilities in China, Egypt and
(“DSIR”). Based on the efforts of our R&D division, as of June 30, Italy cater to local and international markets for disposable medical
2024, we have been granted 325 patents in India and globally and devices. As of Fiscal 2024, we had an aggregate annual installed
have also filed for grant of 44 patents in India and worldwide. We manufacturing capacity of ` 17,679.5 lakh units per year.
have developed a number of safety medical devices across product
lines, including safety I.V. cannula and safety scalp vein sets within Our manufacturing capabilities are vertically integrated with design
the infusion therapy vertical, safety blood collection sets within the and development being carried out in-house. Our capabilities include
transfusion system vertical, safety fistula needles within the dialysis injection moulding, extrusion, insert moulding, blow moulding,
and renal care vertical, and safety huber needles and safety closed ultrasonic welding, UV bonding and laser welding. Our manufacturing
I.V. catether system in our critical care vertical. We have also received processes are automated with use of robotics and certain other
US FDA 510k approvals to market two of our product categories, technologies that have developed and are programmed in-house.
safety IV cannula and IV Set, in the United States. For instance, our assembly machines are equipped with automated
arms, which are designed and programmed for specific assembly
Our Company is led by Mr. Himanshu Baid, our Managing Director functions that may be deployed for various product variants. Our
and Mr. Rishi Baid, our Joint Managing Director, each of who have manufacturing equipment is also supported by ‘Servo’ systems
over two decades of experience in the medical devices industry and that enable precise machine movements that improves accuracy in
are first generation entrepreneurs. In addition to our R&D center, we our processes and limits generation of scrap. As part of our quality
currently operate twelve manufacturing facilities across India, China, control operations, we have deployed advanced vision systems to
Egypt and Italy. In India, we operate nine manufacturing facilities, identify manufacturing anomalies in products that are then separated
including six facilities situated in Faridabad (Haryana), two facilities from the assembly line by the automated arm. Further, as part of our
(including a SEZ unit) situated in Jaipur (Rajasthan) and one facility automation efforts, we have also equipped our machines with colour
in Haridwar (Uttarakhand). sensors and internet ports to ensure accuracy, and intervention for
operational control. We believe that our vertically integrated facilities
We have been awarded as the top exporter of plastic medical and the application of robotics enable us to derive operational and
disposables/ surgical items for the years 2021-2022, and 2022-2023, cost advantages. We employ highly experienced and skilled workforce
by the Plastics Export Promotion Council, and recognized as one of at our manufacturing facilities which include 300 engineers, as of
the Best Healthcare Brands 2024 by ET Edge. June 30, 2024.

70
Our manufacturing facilities have been accredited with several R&D efforts are primarily focused on developing new products within
international quality certifications. All our Indian manufacturing our existing product verticals as well as introduce products to enter
facilities have been accredited with EC certificates for quality into new product verticals, particularly focusing on fluid management
assurance systems and EN ISO 13485:2016 certificates. Further, our within non-communicable diseases segment, including oncology,
Faridabad Facility-I, Faridabad Facility-II, Faridabad-V and Haridwar nephrology and cardiology, and further improving existing processes
168 Facility, have also been accredited with management system and production cost efficiency. As a result of our R&D activities, as of
certificates for compliance with ISO 9001:2015. Our manufacturing June 30, 2024, we have been granted 325 patents and have also filed
facilities in China, Italy and Egypt have also been accredited with for grant of 44 patents in India and worldwide, including in the United
various certifications. We believe that we enjoy a competitive States of America, Europe and the United Kingdom, South Africa,
advantage due to our manufacturing capabilities that enable us to Russia, China and Australia.
supply quality products in Indian and international markets.
We have strong in-house R&D capabilities enabling us to develop
Sales and distribution network and strong customer relationships an innovative and diversified product offering, and improve process
efficiencies. With respect to product development capabilities, our
Our operations network extends to overseas markets. In the three R&D efforts are focused on developing new products within our
months ended June 30, 2024 we supplied our products to Europe, key product verticals and core offerings, as well as introducing
Africa, Americas, Australia, and Asia through a network of 260 products to enter into new product verticals. Regarding our process
distributors in these jurisdictions. In Fiscal 2024 and in the three development capabilities, our R&D activities are focused on further
months ended June 30, 2024, revenue generated from sales outside improving existing processes and production cost efficiency. In
India represented 69.63% and 72.14% of our revenue from operations, Fiscals 2024 our R&D expenses represented 1.38% of our revenue
respectively. For many of our distributors, we offer local or regional from operation. We focus on automation and on introducing new
exclusivity, which grants these distributors an area in which they are technologies to develop efficient processes for manufacturing
the only authorized distributors of our medical devices, subject to products with quality control. We place particular emphasis on R&D in
certain conditions. fluid management solutions within the non-communicable diseases
segment, encompassing oncology, nephrology, infusion therapy and
As of June 30, 2024, our distribution network included 440 personnel cardiology. We have in recent years launched several new products on
in our sales and marketing teams, comprising product and clinically the back of our R&D initiatives, including dialyzers, dialysis machines,
trained graduates, as well as supply chain management personnel. safety Huber needle, PICC catheter, arterial catheters, diagnostic
Our sales division is involved in the promotion of our products catheters, guidewires and pre-filled syringes. Our Company is also
in private and government hospitals, including by conducting, the first Indian company to indigenously manufacture dialyzers in
continuing medical education programmes in several hospitals. As India.
of June 30, 2024, we distributed our products in over 8,000 private
and government hospitals and nursing homes in India and we Manufacturing Process
engaged with 506 third-party distributors as well. We believe we have
developed long-term relationships with a majority of our distributors We use different technologies for manufacturing different medical
We have consistently expanded our distribution network over the devices, including injection molding, extrusion, insert molding, blow
years in India and overseas. All our sales outside India are carried molding, ultrasonic welding, UV bonding and laser welding and
out through our network of distributors. In Fiscals 2024, we supplied we have expertise in handling different kind of specialized plastic
our products to Europe, Africa, Americas, Australia, and Asia through materials. The manufacturing of components takes place on highly
a network of 240 distributors in these jurisdictions. We have been advanced PLC controlled plastic injection molding machines by using
awarded as the top exporter of plastic medical disposables/ surgical hot runner system or runner less mold technology, which is a clean
items for the years 2021-2022, and 2022-2023, by the Plastics Export technology and generates minimal scrap. Tubes are produced on
Promotion Council, sponsored by the Ministry of Commerce and highly accurate extruders with good yield. Our assembly machines
Industry, Department of Commerce, the Government of India. are built-in with poka-yoke features and vision inspection systems.
Our manufacturing facility is equipped with CNC controlled machines
As of June 30, 2024, our distribution network in India included 506 which enable accurate and efficient control over fabrication of molds.
distributors. We believe we have built longterm relationships with our We further employ kaizen or lean manufacturing technology for cycle
network of third party distributors that we directly engage with. For time reduction in various manufacturing processes.
many of our distributors, we offer local or regional exclusivity, which
grants these distributors an area in which they are the only authorized Our manufacturing process comprises of using raw materials in
distributors of our medical devices, subject to certain conditions. molding or tubing through extruders, following which components
are assembled and samples are tested. The products are packed
Research and Development using a blister packing machine in duplex or correlated boxes and
the final products undergo sterilization and quality checks.
We rely on our R&D operations to keep pace with our technological
developments and to remain competitive in the market. We operate
the R&D Centre at Faridabad, Haryana which is approved by DSIR. Our

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71
Polymed’s Manufacturing Ecosystem
Manufacturing Technology and Automation
Our manufacturing processes are automated with use of robotics Fiscal 2023 to ` 1,36,569.37 lakh in Fiscal 2024, particularly medical
and certain other technologies that have developed and are devices such as intravenous cannula, prefilled syringes and blood
programmed in-house. These include automated arms installed at bags, both in the domestic and export markets and an increase in
our assembly machines, which are designed and programmed for other operating revenues by 53.72% from ` 657.22 lakh in Fiscal
specific assembly functions that may be deployed for various product 2023 to ` 1,010.26 lakh in Fiscal 2024.
variants. As of June 30, 2024, we employed 350 moulding machines,
1,500 moulds and dies, 200 automatic assembly machines, and The increase in sale of products was driven by an increase in revenue
100 robots in our manufacturing processes. Our manufacturing from sale of manufactured products, such as intravenous cannula,
equipment is also supported by ‘Servo’ systems that enable precise prefilled syringes and blood bags by 23.18% from ` 1,10,032.43
machine movements that improves accuracy in our processes and lakh in Fiscal 2023 to ` 1,35,654.01 lakh in Fiscal 2024, as well as
limits generation of scrap. As part of our quality control operations, an increase in revenue from sale of traded goods, such as blood
we have deployed advanced vision systems to identify manufacturing collection tubes, ECG elect and other products by 9.84% from
anomalies in products that are then separated from the assembly ` 833.39 lakh in Fiscal 2023 to ` 915.36 lakh in Fiscal 2024.
line by the automated arm. As part of our automation efforts, we
have equipped our machines with colour sensors and internet ports Other Income
to ensure greater accuracy, and easier intervention for operational
control. Other income increased by 62.35% from ` 3,618.54 lakh in Fiscal
2023 to ` 5,874.81 lakh in Fiscal 2024, primarily due to increase in
Financial Performance (Consolidated) interest income comprising interest income on account of fixed and
other deposits.
Income
Expenses
The Company’s total revenues comprise revenue from operations
and other income. The Company’s total expenses increased by 19.32% from ` 91,585.11
lakh in Fiscal 2023 to ` 109,280.21 lakh in Fiscal 2024 due to the
Total income increased by 24.59% from ` 1,15,141.58 lakh in Fiscal reasons set forth below.
2023 to ` 1,43,454.44 lakh in Fiscal 2024. Revenue from operations
increased by 23.36% from ` 1,11,523.04 lakh in Fiscal 2023 to Cost of raw materials consumed
` 1,37,579.63 lakh in Fiscal 2024, and our other income increased by
62.35% from ` 3,618.54 lakh in Fiscal 2023 to ` 5,874.81 lakh in Fiscal Cost of raw materials including packaging materials consumed
2024 and this increase is primarily due to growth in our revenue from increased by 9.54% from ` 42,431.15 lakh in Fiscal 2023 to `
operations, for reasons described below. 46,478.45 lakh in Fiscal 2024, due to an increase in raw materials
consumed such as PVC compound and plastic granules by 10.39%
Revenue from Operations from ` 34,015.73 lakh in Fiscal 2023 to ` 37,548.67 lakh in Fiscal
2024, and an increase in packaging material consumed by 6.11%
Revenues from operations increased by 23.36% from ` 1,11,523.04 from ` 8,415.42 lakh in Fiscal 2023 to ` 8,929.78 lakh in Fiscal 2024
lakh in Fiscal 2023 to ` 1,37,579.63 lakh in Fiscal 2024, due to an on account of increase in production at our facilities.
increase in sale of products by 23.18% from ` 1,10,865.82 lakh in

72
Employee Benefit Expenses Profit for the Year
Employee benefit expenses increased by 21.29% from ` 20,274.58 For the various reasons discussed above, we recorded a profit after
lakh in Fiscal 2023 to ` 24,591.17 lakh in Fiscal 2024 due to an tax of ` 25,825.97 lakh in Fiscal 2024 compared to ` 17,928.25 lakh
increase in the salaries, wages and bonus by 21.08% from ` 18,676.64 in Fiscal 2023..
lakh in Fiscal 2023 to ` 22,612.75 lakh in Fiscal 2024 on account of
an increase in the number of full time employees, production workers RISK AND CONCERN
and annual increment.
Like every business, the Company faces risks, both internal and
Research and development expenses external, in the undertaking of its day-to-day operations and in
pursuit of its longer-term objectives. A detailed policy drawn up and
Research and development expenses increased by 6.50% from dedicated risk workshops are conducted for each business vertical
` 1,780.25 lakh in Fiscal 2023 to ` 1,896.02 lakh in Fiscal 2024, and key support functions wherein risks are identified, assessed,
primarily on account of increase in (i) cost of components and analyzed and accepted / mitigated to an acceptable level within the
material consumed (net) for R&D, which increased by 11.79% from risk appetite of the organization.
` 1,102.85 lakh in Fiscal 2023 to ` 1,232.85 lakh in Fiscal 2024 on
account of materials used in research and development activities, The Company faces the following Risks and Concerns:
and (ii) employee benefit expenses in respect of the research and
development professionals by 8.11% from ` 517.79 lakh in Fiscal Commodity price risk
2023 to ` 559.76 lakh in Fiscal 2024 driven by new technical hires,
including engineers. Commodity price risk is the possibility of impact from changes in
the prices of raw materials, which we use in the manufacture of
Other Expenses our products. While we seek to pass on input cost increases to our
customers, we may not be able to fully achieve this in all situations
Other expenses increased by 20.89% from ` 22,342.22 lakh in Fiscal or at all times.
2023 to ` 27,009.52 lakh in Fiscal 2024.
Foreign exchange risk
Earnings before Interest, Taxes, Depreciation and Amortization
(EBITDA) We face foreign exchange risk in respect of our foreign currency
loans, and expenses in relation to imported raw materials. However,
EBITDA was ` 41,949.65 lakh in Fiscal 2024 compared to EBITDA as a substantial portion of our sales are exports, and revenues
of ` 30,349.68 lakh in Fiscal 2023, while EBITDA margin (EBITDA as generated from these sales are denominated in foreign currencies,
a percentage of our revenue from operations) was 30.49% in Fiscal our exposure to foreign exchange fluctuations is relatively hedged.
2024 compared to 27.21% in Fiscal 2023.
Inflation risk
Depreciation and amortization expenses
Inflationary factors such as increases in the raw material costs may
The Company’s depreciation expenses increased from ` 5,716.68 adversely affect our operating results. There may be time lag in
lacs in fiscal 2023 to ` 6392.65 lacs in fiscal 2024 due to more recovering the inflation impact from our customer and we may not
capitalization in existing plant as well as new plant. be able to recover the full impact of such inflation. A high rate of
inflation in the future may, therefore, have an adverse effect on our
Finance costs ability to maintain our profit margins.
Finance costs increased by 27.86% from ` 883.86 lakh in Fiscal
2023 to ` 1,130.09 lakh in Fiscal 2024 primarily due to an increase Credit risk
in borrowings.
We are subject to the risk that our counterparties including under
Profit Before Tax various financial agreements will not meet their obligations. Our credit
risk exposure relates to our operating activities and our financing
The Company’s profit before tax increased from ` 23,749.14 lacs in activities, including deposits with banks and financial institutions,
fiscal 2023 to ` 34,426.91 lacs in fiscal 2024. foreign exchange transactions and other financial instruments.
Tax Expenses Interest rate risk
Current tax expenses increased from ` 5,912.91 in Fiscal 2023 to We are subject to market interest risks due to fluctuations in interest
` 7,693.19 lakh in Fiscal 2024, primarily on account of increase in rates primarily in relation to our debt obligations with floating interest
profit before tax. Deferred tax also increased from ` (109.76) lakh in rates. As of June 30, 2024, 100.00% of our total loans carried floating
Fiscal 2023 to ` 898.41 lakh in Fiscal 2024 on account of additional interest rate. The interest rate on remaining loans, although fixed, is
depreciation claimed in income tax and unrealised gain on mutual subject to periodic review by lending banks / financial institutions in
funds. However, tax adjustment for earlier years (net) reduced from relation to their respective base lending rates, which may vary over
` 17.74 lakh in Fiscal 2023 to ` 9.34 lakh in Fiscal 2024, as a result a period result of any change in the monetary policy of the Reserve
of tax assessment of earlier years. As a result, the total tax expenses Bank of India.
amounted to ` 8,600.94 lakh in Fiscal 2024 compared with ` 5,820.89
lakh in Fiscal 2023. Internal Control System & Adequacy
The Company implemented proper and adequate systems of internal

control to ensure that all assets are safeguarded and protected

2022-23
73
against loss from any unauthorized use or disposition and all We adhere to a clearly outlined environmental policy and enforce a
transactions are authorized, recorded and reported correctly. The Corporate Social Responsibility (CSR) policy to seamlessly integrate
Company also implemented effective systems for achieving highest economic, environmental, and social objectives with our operations
level of efficiency in operations, to achieve optimum and effective and growth, all for the common good.
utilization of resources, monitoring thereof and the compliance
with provisions all laws including the Companies Act, 2013, Listing We are committed and resolute in our efforts to consistently
Agreement, directions issued by the Securities and Exchange Board establish safer manufacturing environments, environmentally
of India, drugs and cosmetics laws, Medical and Pharma Laws, conscious and intelligent facilities, energy-efficient processes, and
labour laws, tax laws etc. smarter interconnected systems for sustainable ecosystems within
our medical device industry.
The Internal control system also aims at improvement in financial
management and the investments of the Company. The System Energy and Emissions
ensures appropriate information flow to facilitate effective
monitoring. The internal audit system also ensures formation At Polymed, we understand the significance of minimizing our
and implementation of corporate policies for financial reporting, environmental impact and are dedicated to sustainable practices
accounting, information security, project appraisal, and corporate in energy management and GHG emission reduction. By embracing
governance. A qualified and independent Audit Committee of the energy-efficient technologies and processes, we aim to decrease
Board of Directors also reviews the internal control system and its our carbon footprint and preserve natural resources. Our efforts
impacts on improvement of overall performance of the Company. in energy management include the adoption of renewable energy
sources, such as solar power, where feasible, and the optimization
Related party transactions of energy use in our facilities through efficient lighting and HVAC
systems. We continuously monitor our energy consumption and seek
The Company has formulated a Policy on Related Party Transactions opportunities for further improvement.
and manner of dealing with related party transactions which is
available on the Company’s website at the link: www.polymedicure. Moreover, we prioritize initiatives to reduce emissions and mitigate
com. All related party transactions entered into during FY 2023-24 environmental harm. This includes implementing emission control
were on an arm’s length basis and in the ordinary course of business. measures and adopting cleaner technologies to minimize air and
Accordingly, the disclosure of related party transactions as required water pollution. For instance, our utilization of CNC machine for mold
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to manufacturing reduces reloading, while opting for CNG vehicles and
the Company for FY 2023-24. PNG gensets over diesel alternatives decreases emissions further.
Furthermore, we adopted sustainable transportation practices by
All transactions with related parties were reviewed and approved consolidating shipments, minimizing less-than-full shipments, and
by the Audit Committee. Prior omnibus approval is obtained for reducing transit time, all aimed at decreasing GHG emissions.
related party transactions which are of repetitive nature and entered
in the ordinary course of business and on an arm’s length basis. Waste Management
The transactions entered into pursuant to the omnibus approval
so granted are reviewed by the internal audit team. Thereafter, a In our pursuit of sustainability, waste management plays a crucial
statement giving details of all related party transactions, entered role in our operations at Polymed. We recognize the importance
pursuant to omnibus approval so granted, is placed before the Audit of responsible waste disposal and are committed to minimizing
Committee on a quarterly basis for its review. our environmental impact through efficient waste management
practices.
Details of the transactions with Related Parties during the FY 2023-
24 are provided in the accompanying financial statements. Our approach entails comprehensive strategies aimed at reducing,
reusing, and recycling various waste materials such as electronics,
Sustainability Approach paper, cardboard, metal, plastic, and glass. Hazardous waste is
meticulously disposed of through authorized vendors for proper
Understanding the ESG issues relevant to its operations is vital for decomposition.
every business. Adopting the right approach to ESG can enhance and
fortify long-term performance. Polymed, renowned for manufacturing Moreover, we proactively address waste generation at its source
high-quality medical devices, holds the responsibility of generating by optimizing production processes. Our moulds are engineered to
sustained value for all stakeholders. minimize plastic waste, while the adoption of hot runner technology
reduces feed system generation during part moulding. We also
As a purpose-driven and sustainable business, Polymed is mindful of advocate for the use of eco-friendly materials and packaging to
the needs of its stakeholders. Our goal is to construct a sustainable further minimize environmental impact.
environment with a positive impact on the planet, make lasting
contributions to our communities, and provide an exceptional Additionally, our commitment extends to embracing paperless
experience for our people, both now and in the future. manufacturing processes and digital drawings throughout
production and assembly, reducing paper usage and waste.
Our sustainability approach revolves around three key pillars: Through continuous monitoring and analysis, we identify areas for
improvement and implement initiatives to further diminish waste
• Sustainable Business
generation. Compliance with all relevant waste disposal regulations
• Environmental Stewardship and standards is paramount, ensuring mitigation of potential
environmental risks. By embracing sustainable waste management
• Social Stewardship practices, we aim to reduce landfill waste, conserve resources, and
contribute to a healthier planet for generations to come.
Our dedication to making a meaningful impact on communities and
the environment is guided by our policies and long-term objectives.

74
Water Conservation We also have insurance policies covering product liability claims,
and marine cargo insurance to cover export of products. Further, for
Recognizing the significance of water conservation, we have our directors and officers, we have obtained a director’s and officers’
implemented various measures to reduce water consumption across liability insurance and for our human resources, we maintain a group
our operations. At multiple manufacturing sites, we have embraced health insurance policy.
technologies such as rainwater harvesting to replenish groundwater
levels and sewage treatment plants for water recycling and reuse. Health and Safety
Additionally, we employ smart metering to monitor water usage
closely and identify opportunities for further efficiency improvements. Our activities are subject to various environmental laws and
Moreover, we focus on the maintenance of our water infrastructure regulations which govern, among other matters, air emissions, waste
to prevent leaks and minimize wastage. Through regular inspections water discharges, the handling, storage and disposal of hazardous
and timely repairs, we ensure that our water systems function substances and wastes, the remediation of contaminated sites,
optimally, contributing to our commitment to water conservation and natural resource damages, and employee health and employee
sustainability. safety. We continue to ensure compliance with applicable health and
safety regulations and other requirements in our operations.
Opportunity and Future Prospects
We have complied, and will continue to comply, with all applicable
India is becoming an increasingly important market for medical environmental and associated laws, rules and regulations. We have
devices outsourcing. Over the last decade, the industry has obtained, or are in the process of obtaining or renewing, all material
experienced enormous Growth Opportunities, and current environmental consents and licenses from the relevant governmental
development trends promise even more potential in the next years. agencies that are necessary for us to carry on our business.
Indian Medical Devices Industry is Asia’s fourth largest market and
one of the top twenty in the world. According to a forecast by the Our Strengths
Indian Brand Equity Foundation (IBEF), India’s medical device market
will expand at a 35.4 percent compound annual growth rate (CAGR), Our core purpose is in our motto, “We care as we cure”. We are one
with a market value of $11 billion in 2020 and $50 billion by 2025. of the leading Indian companies in the disposable medical devices
India is among the top-20 markets for the medical devices in the industry with a diversified product portfolio manufacturing a wide
world and the 4th largest market for medical devices in Asia. India is range of products also enables us to generate pricing advantages,
importing more than 70% of medical device. The domestic industry which has strengthened our relationship with our primary customers,
has a huge potential to ramp up indigenous manufacturing and invest hospitals and clinics.
in R&D and reduce dependence on imports.
We consistently innovate to develop new products and improve
Human Assets existing products. We have Global manufacturing capabilities with
a focus on automation. Our manufacturing capabilities are vertically
The Company’s HR philosophy is to establish and build a high integrated with design and development being carried out in-
performing organization, where each individual is motivated to house. Our capabilities include injection moulding, extrusion, insert
perform to the fullest capacity, to contribute to developing and moulding, blow moulding, ultrasonic welding, UV bonding and laser
achieving individual excellence and departmental objectives and welding.
continuously improve performance to realize the full potential of our
personnel. We have wide geographic reach through our extensive sales and
distribution network and strong customer relationships. We have
Our employees contribute significantly to our business operations. integrated capabilities to market and distribute our products. We also
As of June 30, 2024, our Company had 6,300 employees (including have team of experienced, highly professional and skilled personnel.
contract workers) including 300 engineers. We place significant We understand the customer needs, market trends and work closely
emphasis on the recruitment and retention of our personnel and with health care professionals to make further advancements to our
provide continuous training for employees to achieve high quality products. Our diversified product portfolio enables us to cater a wide
skills and improve productivity. Trainings are provided to enhance range of market segments.
technical and behavioural skills. Other employee engagement
programs include publication of our quarterly magazine Intellectual Property
“Seekh”, highlighting development and training activities, and As of June 30, 2024, we have successfully been granted 325 patents
sponsoring fitness initiatives. and have also filed for grant of 44 patents in India and worldwide,
including in the United States of America, Europe and the United
Our employees are not unionized and our operations have not been Kingdom, South Africa, Russia, China and Australia. Additionally, we
interrupted by any work stoppage, strike, demonstration or other have 283 registered trademarks including our logo, 119 registered
labour or industrial disturbance. We have not experienced any designs and 15 registered copyrights in India and worldwide, as of
industrial disputes. June 30, 2024.
Insurance Competition
We maintain insurance policies with reputed independent insurers The medical device industry is in a transformative phase with
in relation to our business and operations, our assets, equipment, technological advancements and newer manufacturers entering
products, inventories, employees and other assets. Our insurance the market. One of the biggest industries in healthcare, the medical
policies cover damage to fixed and tangible assets, and we also have device industry is driven by innovation and technology but currently
separate policies for stock and receivables. We have standard fire and witnesses strong competition in the market. The medical device
special peril insurance policies for all our manufacturing facilities. manufacturers compete on the basis of product offerings to serve
different market segments.

2022-23
75
We sell our products in competitive markets, and face competition at Following digital initiatives have resulted in reduction of approx.
the domestic and international level. We continue to invest in brand- 45 tCO2e:
building activities across various geographies to maintain our market
position in the medical devices industry. Certain competitors may be Following energy saving measures were undertaken during
larger than us and may have significantly greater financial resources F.Y. 2023-24 in identified plants.
than us. As a result, to remain competitive in our markets, we
continuously strive to innovate products, improve existing products, Energy saving on desktop/ laptop,
reduce our costs of production and distribution and improve our
operating efficiencies. • QR code system on product for instruction for use
Some of the key players in the Indian medical devices industry • Batch manufacturing automation
consist mainly of multi-national companies. Other than multi-national
companies and Indian companies, the disposable medical devices • Paperless procurement processes,
industry in India also has various fragmented local players catering
• Digi locker for sales invoices
to regional or local markets.
• Paperless training, recruitment & payment process
Cautionary Statement module on SAP
Statements in this report on Management Discussion and Analysis, • Power consumption per production unit remains steady
describing the Company’s objectives, projections, estimates, despite a approx. 6% rise in production and the launch of
expectations or predictions may be “forward-looking statements” two new plants
within the meaning of applicable laws and regulations. These
statements are based on certain assumptions and expectations • Fuel saving approx. 6.14% HSD Saving- 30 KL by converting
of future events. Actual results could differ materially from those steam boilers with PNG & minimize HT Line faults
expressed or implied since the Company’s operations are influenced
by many external and internal factors beyond its control. The • Solar Power Generation approx. 13,92,089 KWH Solar
Company assumes no responsibility to publicly amend, modify or Energy Produced helped combat greenhouse gas
revise any forward-looking statements, based on any subsequent emissions
developments, information or events. Readers are cautioned that
the risks outlined here are not exhaustive. Readers are requested to • Digital Initiatives Reduction of approx. 45 tCO2e aligned
exercise their judgment in assessing the risks associated with the with: SDG 7- Affordable and Clean energy SDG 15-Life on
Company. land
• Use of robots in manufacturing process to improve

Annexure-8 productivity
A. Conservation of Energy • Increasing the use of renewable energy and reducing

We strongly feel towards our responsibility and contribution to reliance on traditional source.
preserve our environment.
• Using recycled paper in cartons
At Polymed, we understand the significance of minimizing
our environmental impact and are dedicated to sustainable • Implementing rain water harvesting (RWH) systems
practices in energy management and GHG emission reduction. to recharge ground water and planning water-positive
By embracing energy-efficient technologies and processes, initiatives across all plants.
we aim to decrease our carbon footprint and preserve natural
resources. • Dedicated feeder installed in various plants to enhance
power quality for Machineries & to reduce usage of diesel.
Our efforts in energy management include the adoption of
renewable energy sources, such as solar power, where feasible, B. Technology Absorption, Research and Development (R&D)
and the optimization of energy use in our facilities through 1. Efforts made in technology absorption
efficient lighting and HVAC systems. We continuously monitor
our energy consumption and seek opportunities for further
improvement. • Our manufacturing processes are automated with use
of robotics and certain other technologies that have
Moreover, we prioritize initiatives to reduce emissions and developed and are programmed in-house.
mitigate environmental harm. This includes implementing
emission control measures and adopting cleaner technologies • Automated arms installed at our assembly machines,
to minimize air and water pollution. For instance, our utilization which are designed and programmed for specific
of CNC machine for mold manufacturing reduces reloading, assembly functions that may be deployed for various
while opting for CNG vehicles and PNG gensets over diesel product variants.
alternatives decreases emissions further. Furthermore, we
adopted sustainable transportation practices by consolidating • we employed 350 moulding machines, 1,500 molds and
shipments, minimizing less-than-full shipments, and reducing dies, 200 automatic assembly machines, and 100 robots
transit time, all aimed at decreasing GHG emissions. in our manufacturing processes.
By integrating energy-efficient practices and reducing paper • Our manufacturing equipment is also supported by ‘Servo’
consumption in our operation, we align our efforts with two key systems that enable precise machine movements that
United Nations Sustainable Development Goals (SDGs): SDG improves accuracy in our processes and limits generation
7 (Affordable and Clean Energy) and SDG 15 (Life on Land). of scrap.

76
• we have deployed advanced vision systems to identify (` in Lacs)

manufacturing anomalies in products that are then
Expenditure on Research & Year Ended Year Ended
separated from the assembly line by the automated arm.
Development 31.03.2024 31.03.2023
• we have equipped our machines with color sensors and (a) Capital - -
internet ports to ensure greater accuracy, and easier
(b) Revenue 1896.02 1,780.25
intervention for operational control.
Total 1896.02 1,780.25
2. Research & Development activities carried out / new Total Research and Devel-
products developed in F.Y. 2023-24 opment Expenditure as per- 1.32% 1.54%
centage of total turnover.
During the year, the R&D Centre of the Company was
engaged in supporting all the businesses. Following
C. Foreign Exchange Earnings and Outgo
activities were conducted through the R&D Center:
Activities relating to export, Initiative taken to increase
• Development of new design, processes and products exports, development of new products and service and export
based on customer/market requirements. plans:
The Company continues to keep its focus on widening of new
• Development of new products. geographical area to augment its exports. The Company is
regularly participating in major overseas conferences and trade
• Carrying out ongoing research shows, which are helpful in improving the visibility of various
products in International markets and widening its customer
• Research work to reduce plastic consumption for base.
manufacturing of Medical devices and reduce cycle time
of molds to make the products more cost effective Foreign Exchange used and earned
(` in lacs)
• Quality up-gradation of existing medical devices
Particulars 2023-24 2022-23
• Optimization of products and processes to minimize (a) Foreign Exchange Used 52,006.88 39,752.52
waste generation and reduce safety concerns
(b) Foreign Exchange Earned 89,669.52 72,243.07
• Development of new analytical tools & methods
I further state that such compliance is neither an assurance as to the
• Import substitution and identification, testing and future viability of the Company nor of the efficiency or effectiveness
validation of new raw materials from indigenous suppliers with which the management has conducted the affairs of the
Company.
Benefits derived as a result of the above R&D
Some of the benefits derived as a result of Research and REPORT ON CORPORATE GOVERNANCE
Development are as follows:
A brief statement on the Company’s philosophy on Code of
• We operate the R&D Centre at Faridabad, Haryana which is Governance
approved by DSIR
The Company is committed to high standards of corporate governance
• Our R&D efforts are primarily focused on developing new and believes in compliance with the laws and regulations applicable
products within our existing product verticals as well as to the Company in their true spirit. The Company provides in time,
introduce products to enter into new product verticals, correct and complete information as required to all its stakeholders.
particularly focusing on fluid management within non- The Company is constantly interacting with all the stakeholders; its
communicable diseases segment, including oncology, borders are expanding, its environment is changing ever faster and
nephrology and cardiology, its social responsibilities are growing. The Company firmly believes
that good Corporate Governance can be achieved by maintaining
• we have been granted 325 transparency in its transactions and by creating robust policies and
practices for key processes. To achieve Corporate Governance to
• patents and have also filed for grant of 44 patents in India the utmost standards, the Company has adopted a comprehensive
and worldwide Corporate Governance policy.
• Our R&D Center is equipped to undertake rapid prototyping The Company believes that any meaningful policy on Corporate
using 3D printers, process validation and Governance must provide empowerment to the executive
management of the Company, and simultaneously create a
• customization of products Achieving competitive prices
mechanism of checks and balances which ensures that the decision-
and better product quality
making powers vested in the executive management are used
• Improving Productivity and Process efficiencies with care and responsibility to meet stakeholders’ aspirations and
society’s expectations.
• Significant quality improvement in existing products
In line with the above philosophy, your Company continuously strives
• R&D initiatives, we also seek to minimize process wastage for excellence through adoption of best governance and disclosure
and develop environmentally friendly products by using practices. The Company recognizes that good governance is a
biodegradable materials continuing exercise and thus reiterates its commitment to pursue
highest standard of Corporate Governance in the overall interest of its

2022-23
77
stakeholders. The fundamental objective of the Company’s Corporate Shri Jugal Kishore Baid
Governance is “enhancement of the long-term shareholder value
while at the same time protecting the interests of other stakeholders Shri Jugal Kishore Baid, aged 82 years, is a non-executive Director of
without compromising on compliances of any laws and regulations.” the Company. He holds a bachelor’s degree in Science (Mechanical
Engineering) from Birla Institute of Technology, Mesra, Ranchi. He
Your Company is in compliance with the requirements of the has over 55 years of experience in engineering and has undertaken
guidelines on Corporate Governance stipulated under Securities various industrial training programmes with engineering companies.
and Exchange Board of India (Listing Obligations and Disclosure Prior to joining the Board, he was associated with Hyderabad Allwyn
Requirements) Regulations, 2015 (“Listing Regulations”) and hereby Metal Works and Jai Polypan Private Limited. He was involved
presents the following Corporate Governance Report for the Financial in setting up the rotational molding technology in Rajasthan for
Year 2023-24 based on the said requirements. the manufacture of multi layered and foam filled water storage
containers under the brand name “Polycon”. He has been associated
1. BOARD OF DIRECTORS (“BOARD”) with the Company since its incorporation.
Composition of the Board of Directors Smt. Mukulika Baid
As on 31st March, 2024, the Company has twelve Directors, of Smt. Mukulika Baid, aged 74 years, is a non-executive Director of the
which ten are Non-executive Directors including seven Independent Company. She holds a bachelor’s degree in arts from Jodhpur National
Directors. The Board has two Women Directors and one of which is University. She has 23 years of experience in management and
an Independent Woman Director. The Composition of the Board is marketing. She is associated with several non-profit organisations.
in the conformity with Regulation 17(1) of SEBI (LODR) Regulations, She has been on the Board since July 30, 2014.
2015. None of the Directors on the Board is Member of more than ten
committees or Chairman of more than five committees across all the Dr. Shailendra Raj Mehta
companies as on 31st March, 2024 for which confirmations have been
obtained from the Directors. Chairmanships/Memberships of the Dr. Shailendra Raj Mehta, aged 65 years is a non-executive,
Board committees include only Audit Committee and Stakeholders’ Independent Director of the Company. He holds a bachelor’s degree
Relationship Committee. and a master‘s degree in arts from Delhi University, an M.Phil. from
Balliol College Oxford and a doctorate of philosophy in economics
The Company is managed and guided by the Board of Directors. from Harvard University. He has 34 years of experience in the field
The Board formulates the strategy and regularly reviews the of management and economics. His research on simulation resulted
performance of the Company. The Board has been entrusted with in the creation of Hi-tech Company that was granted a patent in the
the requisite powers, authorities and duties to enable it to discharge United States. He was responsible for setting up a collaboration
its responsibilities and provide effective leadership to the Business. between Indian Institute of Management, Ahmedabad and Duke
Corporate Education and was a professor of economics and strategy
The Company has an optimum combination of Executive, Non- at Purdue University. He was the vice chancellor of Ahmedabad
Executive and Independent Directors who are eminent persons with University. He is currently the President, Director and Distinguished
professional expertise and valuable experience in their respective Professor for Innovation and Entrepreneurship at MICA (institute),
areas of specialization and bring a wide range of skills and experience The School of Ideas., Gujarat. He has been on the Board of the
to the Board. Company since May 28, 2012.
Independent Directors are Non-Executive Directors as defined under Dr. Sandeep Bhargava
Regulation 16(1)(b) of the Listing Regulations read with Section
149(6) of the Act. The maximum tenure of each Independent Director Dr. Sandeep Bhargava, aged 56 years, is a Director of our company.
is in compliance with the Act. All the Independent Directors have He holds a bachelor degree as MBBS and Post Graduation Degree as
confirmed that they meet the criteria as mentioned under Regulation MD. He was a Senior Consultant in Gastroenterology, Hepatology and
16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of Interventional Endoscopy Indraprastha Apollo Hospitals, New Delhi.
the Act. He was also Staff Gastroenterologist and Hepatologist, Lourdes
Medical Associates, Cherry Hill, USA. He has around 33 years
Composition and category of Directors as on 31st March, 2024 is as of experience in medical field in India and abroad. He has worked
under: as Clinical Instructor in Medicine and Gastroenterology, at Rhode
Island Hospital, USA. He has also worked as Clinical Instructor in
Shri Devendra Raj Mehta Gastroenterology/Hepatology/Liver Transplantation at Columbia
University, New York. He has worked as Assistant Professor of
Shri Devendra Raj Mehta, aged 87 years, is Chairman and a non- Medicine, at Saint Peters University Hospital, USA. Apart from this
executive, Independent Director of our Company. He holds a he is also guest faculty at various medical institutions in India and
bachelor’s degree in economics and law and is a retired officer of the abroad and writer of various books on medical Sciences. He has
Indian Administrative Services. Further, he is an alumnus of MIT Sloan been associated with our Company since February 25, 2017.
School of Management, Massachusetts Institute of Technology,
Boston, USA and the Royal Institute of Public Administration, London, Shri Amit Khosla
United Kingdom. He has over 53 years of experience in civil services.
Prior to joining the Board of the Company, he has held positions Mr. Amit Khosla, aged 49 years, is a non-executive, Independent
including, chairman of SEBI, deputy governor of RBI and Director Director of the Company. He holds a Bachelor’s degree in Economics
General of Foreign Trade, Government of India and has held various (with honours) from Delhi University and a Master’s degree in
positions with the Government of Rajasthan and the Government of Business Administration (MBA) from Kellogg Graduate School of
India. He has been on the Board since May 26, 2005. Management, Northwestern University, Illinois, USA. He has around
23 years of experience in financial advisory in India and abroad. With

78
specialisation in financial institutions, Mr. Amit Khosla has worked Dr. Ambrish Mithal
in global investment banks JP Morgan Chase & Co and Fox-Pitt,
Kelton in New York and Hong Kong. His experience in India includes Dr. Ambrish Mithal aged 66 years, is a non-executive, Independent
working with CDC/Actis and advising offshore funds for their India Director. He (Padma Bhushan & B.C. Roy Awardee) – is the Chairman
investments. He has been associated with our Company since June and Head of Endocrinology and Diabetes Department at Max
5, 2020. Healthcare (Pan Max), a group of 16 hospitals. He is the domain
expert on the Governing Board of National Health Authority (2019) of
Ms. Sonal Mattoo India and President of AIIMS Gorakhpur. Recently, he was presented
the Laureate Award from Endocrine Society of US for International
Ms. Sonal Mattoo aged 49 years, is a non-executive, Independent Excellence.
Director. She holds a B.A.L.L.B. (Hons) degree from the National Law
School of India University, Bangalore. She has 28 years of experience Dr. Mithal has been the recipient of the Fogarty Fellowship (Harvard
in compliance relating to workplace harassment and diversity issues. Medical School), Japan International Cooperation Agency Fellowship,
She supports various clients as an independent ombudsperson, Boy Frame Award of the ASBMR, IOF Amgen Health Professional
handling employee complaints via the internal dispute redressal Award and the Springer citation prize for his paper on “Global Vitamin
mechanism and as an independent IC member for the Prevention of D Status”, 2013. He has received the IOF President’s Award (2016).
sexual harassment at the workplace issues. She has been associated His current research interests include Vitamin D nutrition, primary
with our Company since August 29, 2020. hyperparathyroidism, osteoporosis, cardiovascular outcome trials
in diabetes and NAFLD. He has been associated with our Company
Shri Himanshu Baid since August 04, 2022.
Shri Himanshu Baid, aged 56 years, is the Managing Director of the Shri Prakash Chand Surana
Company. He holds a bachelor’s degree in engineering (electronics Shri Prakash Chand Surana, aged 76 years, is a non-executive,
and communication) from Karnatak University, Dharwad, India. Independent Director of the Company. He is a qualified chartered
He has over 27 years of experience in manufacturing, sales and accountant and is a member of the Institute of Chartered Accountants
marketing of medical devices. He has been associated with the of India. He has over 48 years of experience in the field of taxation
Company since its incorporation. and corporate laws. He has been on the Board since September 22,
1997. He is ceased to be director w.e.f 17th July, 2024 due to his sad
Shri Rishi Baid demise.
Shri Rishi Baid, aged 52 years, is an Executive Director of the Company. Number of Board Meetings
He holds a Bachelor of Science degree in mechanical engineering The Board has the responsibility to monitor the Company’s progress
and a master’s degree of science in mechanical engineering from towards its goals and to revise and alter its direction in light of
West Virginia University, USA. He has over 27 years of experience in changing circumstances. Board Meetings are scheduled as required
manufacturing, operations and R&D of medical devices. He has been under the Listing Regulations and the Companies Act, 2013 and the
associated with the Company since its incorporation. Rules made thereunder. At every regularly scheduled meeting, the
Board reviews recent developments if any, the regulatory compliance
Shri Alessandro Balboni position and the proposals for business growth that impact the
Company’s strategy.
Shri Alessandro Balboni, aged 62 Years, is a Non-Executive, Non-
Independent Director of the Company, He is accomplished market During the financial year ending 31st March 2024, the Board of
driven executive, self-motivated and responsible individual with Directors met Five times on 9th May, 2023, 07th August, 2023, 04th
23 years of experience in leading healthcare and sales. In his past November, 2023 , 31st January, 2024 and 8th March, 2024. The
career Mr. Balboni was Chairman & Chief Executive Officer at Delta maximum time gap between any two consecutive meetings did
Med SPA, Italy. He has a Master’s degree from the University of not exceed one hundred and twenty days. The names, designation
Bologna, Italy. & categories of the Directors on the Board, their attendance at
respective Board Meetings held during the year and last Annual
General Meeting and total number of Shares held by them in the
Company are as under:

2022-23
79
Details of the Board of Directors

No. of Board Last No. of Name of the Listed Company Committee Posi- No. of Shares
Name of the Category of Meetings AGM Directorship in which Directorship held tions* as on 31st
Directors Directorship attended / Attend- in other along with category Mem- Chair- March, 2024
held ed Companies ber man
Non-Executive
Shri D.R. Mehta
Independent 5/5 Yes 5 - 0 1 NIL
(DIN: 01067895)
Director
Shri J.K. Baid
Shri J.K. Baid
(DIN: 4/5 Yes 1 - 0 0 22,79,376
(DIN: 00077347)
00077347)
Non-Executive
*Shri P.C. Surana
Independent 0/5 Yes 1 - 0 1 98
(DIN: 00361485)
Director
1. JMC PROJECTS (INDIA)
LIMITED (Independent
Non-Executive Director)
Mr. S.R. Mehta
Independent 4/5 Yes 6 2. KALPATARU POWER TRANS- 2 0 NIL
(DIN: 02132246)
Director MISSION LIMITED (Indepen-
dent Director)
Dr. Sandeep Bhar- Non-Executive

gava Independent 5/5 Yes 0 - 1 0 NIL
(DIN:07736003) Director
Non-Executive
Mr. Amit Khosla
Independent 5/5 Yes 2 - 1 0 NIL
(DIN: 00203571)
Director
1. V-MART RETAIL LIMITED
Non-Executive
Ms. Sonal Mattoo (Independent Director)
Independent 4/5 Yes 3 3 1 23
(DIN: 00106795) 2. ASHIANA HOUSING LIMIT-
Director
ED (Independent Director)
Shri Himanshu Exicom Tele-Systems Limited (
Managing
Baid 5/5 Yes 4 Independent Director) 1 1 79,07,624
Director
(DIN: 00014008)
Non-Executive
Dr. Ambrish Mithal Independent 5/5 - 0 - 0 0 NIL
Director
Shri Rishi Baid Executive
5/5 Yes 1 - 1 0 97,66,356
(DIN: 00048585) Director
Smt. Mukulika Baid Non-Executive
4/5 Yes 0 - 0 0 30,62,400
(DIN:02900103) Director
Shri Alessandro Non-Executive
Balboni Non Indepen- 5/5 Yes 0 - 0 0 NIL
(08119143) dent Director
* Shri P.C. Surana ceased to be director w.e.f 17th July, 2024 due to his sad demise.
*Chairmanship/Membership of Audit Committee and Stakeholder’s Relationship Committee in Public Companies including Poly Medicure
Limited has been considered.
Video/Tele-conferencing facilities are used to facilitate Directors travelling abroad, or present at other locations, to participate in the
meetings.
Relationship Inter-se
Mr. Himanshu Baid, Managing Director, Mr. Rishi Baid, Joint Managing Director, Mr. Jugal Kishore Baid, Director and Mrs. Mukulika Baid,
Director forms part of Promoter group and are related to each other. None of the other Directors are related to each other.
Institutionalized Decision-making Process
The Board of Directors is the apex body constituted by the shareholders for overseeing the Company’s overall functioning. The Board provides
and evaluates the Company’s strategic direction, management policies and their effectiveness and ensures that the Stakeholders’ long-term
interests are being served.

80
Board Independence Familiarization programme for Independent Directors
The definition of “Independence of Directors” is derived from The Board/Committee members are provided with the necessary
Regulation 16 of the SEBI (Listing Obligations and Disclosure documents/brochures, reports and internal policies, codes of
Requirements) Regulation, 2015 and Section 149(6) of the Companies conduct to enable them to familiarize with the Company’s procedure
Act, 2013. Based on the confirmation/disclosures received from the and practices. Directors are regularly updated on performance of
Directors and on the evaluation of the relationships disclosed, all the the business of the Company, business strategy going forward and
independent Directors are qualified as Independent Directors under new initiative being taken/proposed to be taken by the Company
Section 149(6) of the Companies Act, 2013. through presentation. Deep Discussion are conducted by the Senior
Executives including the Industry/Market (Domestic & International),
Scheduling and Selection of Agenda Items for Board Meetings competition, Company’s performance, future outlook. Factory visits
are organised as and when desirable/ expedient, for the Directors.
The Board is given presentations covering Finance, Sales, Marketing,
the Company’s major operations, overview of business operations of The details of the familiarization programme of the Independent
subsidiary companies, global business environment, the Company’s Directors are available on the Company’s website at
business areas, including business opportunities and strategy and www.Polymedicure.com.
risk management practices before taking on record the Company’s
quarterly/annual financial results. 2. Committees of the Board
The information regularly furnished to the Board of Directors include The Board of Director’s have constituted Board Committees to deal
amongst others the following: with specific areas and activities which concerns the Company and
requires a closer view. The Board Committees are formed with approval
 Annual Operating plans and budgets and updates. of the Board. The Committees play an important role in the overall
management of day-to-day affairs and governance of the Company.
 Quarterly results and performance of various units/divisions,
subsidiaries and joint venture companies. Procedure at Committee Meetings
 Minutes of the meeting of all the committees. The Board Committees play a crucial role in the governance
structure of the Company and are constituted to deal with specific
 Minutes of Meetings of the Board of the subsidiaries
areas/activities which concern the Company and are considered to
 Materially important litigations, show cause, demand, be performed by members of the Board. The Board supervises the
prosecution and penalty notices. execution of its responsibilities by the committees and is responsible
for their action. The minutes of the meetings of all the committees
 Details of Joint Ventures, acquisition of companies or are placed before the Board. The Board committees can request
Collaboration Agreement. special invitees to join the meeting as appropriate.
 Developments on Human Resource of the Company. The Board of Directors of the Company constituted the following
committees in terms of the provisions of Companies Act, 2013 and
Board material distributed in advance Listing Regulations:
The agenda and notes on agenda are circulated to Directors in

Committees as mandated under Other Committees
advance, and in the defined agenda format. All material information Companies Act, 2013 and Listing
is incorporated in the agenda for facilitating meaningful and focused Regulations
discussion at the meeting. Where it is not practicable to attach any
document to the agenda, it is tabled before the meeting with specific 1. Audit Committee 1. Banking Operations
reference to this effect. In special and exceptional circumstances, Committee
additional or supplementary item(s) are permitted. 2. Stakeholders’ Relationship Com-
mittee
Recording minutes of proceedings at Board and committee meetings
3. Nomination and Remuneration
Committee
The Company Secretary records the minutes of proceedings of
each Board and Committee meeting. Draft Minutes are circulated 4. Risk Management Committee
to Board/Board Committee(s) members for their comments. The 5. Corporate Social Responsibility
minutes are entered in the minute’s book within 30 days from the Committee
conclusion of the meeting.
Terms of reference and other details of Board Committees
Compliance
Audit Committee
The Company Secretary, while preparing the agenda, notes on
Agenda, minutes of the meeting(s), is responsible for and is required i. The audit committee of the Company is constituted in line with
to ensure adherence to all applicable laws and regulations, including the provisions of regulation 18 of SEBI (Listing Obligations and
the Companies Act, 1956/2013, read with rules framed issued there Disclosure Requirements) Regulation, 2015 read with Section
under, as applicable and the Secretarial Standards recommended by 177 of the Act.
the Institute of Company Secretaries of India.
ii. The terms of reference of the audit committee are broadly as
under:

2022-23
81
• Oversight of the Company’s financial reporting process department, reporting structure coverage and frequency
and the disclosure of its financial information to ensure of internal audit;
that the financial statement is correct, sufficient and
credible; • Discussion with internal auditors of any significant
findings and follow up there on;
• Recommend the appointment, remuneration and terms of
appointment of auditors of the Company; • Reviewing the findings of any internal investigations by
the internal auditors into matters where there is suspected
• Approval of payment to statutory auditors for any other fraud or irregularity or a failure of internal control systems
services rendered; of a material nature and reporting the matter to the board;
• Reviewing with the management, the annual financial • Discussion with statutory auditors before the audit
statements and auditors’ report thereon before submission commences, about the nature and scope of audit as well
to the board for approval, with particular reference to: as post-audit discussion to ascertain any area of concern;
 Matters required to be included in the director’s • To look into the reasons for substantial defaults in
responsibility statement to be included in the board’s the payment to the depositors, debenture holders,
report in terms of clause (c) of sub-section 3 of shareholders (in case of non-payment of declared
section 134 of the Act dividends) and creditors;
 Changes if any, in accounting policies and practices
• Establish a vigil mechanism for directors and employees
and reasons for the same
to report genuine concerns in such manner as may be
 Major accounting entries involving estimates based prescribed;
on the exercise of judgment by management
• To review the functioning of whistle blower mechanism.
 Significant adjustments made in the financial
statements arising out of audit findings • Approval of appointment of CFO;
 Compliance with listing and other legal requirements
relating to financial statements • The audit committee may call for the comments of the
auditors about internal control systems, the scope of
 Disclosure of any related party transactions audit, including the observations of the auditors and
 Qualifications/modified opinion(s) in the draft audit review of financial statement before their submission to
report the board and may also discuss any related issues with
the internal and statutory auditors and the management
• Reviewing with the management, the quarterly financial of the Company;
statements before submission to the board for approval;
• Carrying out any other function as is mentioned in the
• Reviewing with the management, the statement of uses terms of reference of the audit committee;
/ application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement • Oversee financial reporting controls and process for
of funds utilized for purposes other than those stated in material subsidiaries;
the offer document / prospectus / notice and the report
submitted by the agency monitoring the utilization • Oversee compliance with legal and regulatory requirements
of proceeds of a public or rights issue, and making including the Polymed Code of Conduct (“PCoC”) for the
appropriate recommendations to the board; Company and its material subsidiaries;
• Review and monitor the auditors’ independence and • To mandatorily review the following information:
performance, and effectiveness of audit process;
 Management discussion and analysis of financial
• Approval or any subsequent modification of transactions condition and results of operations;
with related parties;
 Statement of significant related party transactions
• Scrutiny of inter-corporate loans and investments; (as defined by the audit committee), submitted by
management;
• Valuation of undertakings or assets of the Company,
wherever it is necessary;  Management letters / letters of internal control
weaknesses, if any, issued by the statutory auditors;
• Evaluation of internal financial controls and risk
management systems;  Internal audit reports relating to internal control
weaknesses, if any; and
• Reviewing with the management, performance of
statutory and internal auditors, adequacy of the internal  The appointment, removal and terms of remuneration
control systems; of the chief internal auditor.
• Reviewing the adequacy of internal audit function, if any, iii. The Audit Committee invites executives, as it considers
including the structure of the internal audit department, appropriate (particularly the head of the finance function),
staffing and seniority of the official heading the representatives of the statutory auditors and representatives of

82
the internal auditors to be present at its meetings. The Company *Shri P.C. Surana ceased to be chairperson of Committee w.e.f. 17th
Secretary acts as the secretary to the Audit Committee. July, 2024 due to his sad demise.
iv. The previous annual general meeting (AGM) of the Company During the year, under review, Two meetings of Nomination and
was held on September 28, 2023. Remuneration Committee was held on the 9th May, 2023 and 31st
January, 2024.
v. The composition of the audit committee and the details of
meetings attended by its members are given below: Term of reference of the Committee, inter-alia, includes the
following:
No. of
Name of the Meetings Sitting • To identify persons, who are qualified to become Directors and
Category/Position who may be appointed in Senior Management in accordance
Member attended / Fees (`)
held with the criteria laid down and to recommend to the Board their
appointment and/or removal.
Independent Director/
Shri P.C. Surana member 0*/4 0
• To carry out evaluation of every Director’s Performance.
(Ceased)
Independent Director/ • To formulate the criteria for determining qualifications, positive
Mr. S. R. Mehta 4/4 1,00,000
Member attributes and independence of a Director and recommend to
Independent Director/ the Board a Policy, relating to the remuneration for the Directors,
Shri D. R. Mehta 4/4 1,00,000 Key Managerial Personnel.
Chairperson
Independent Director/
Shri Amit Khosla 4/4 1,00,000 • To formulate the criteria for evaluation of Independent Directors
Member
and the Board.
Ms. Sonal Independent Director/
0*/4 0
Mattoo Member • To devise a Policy on Board Diversity.
*Date of Appointment: • To recommend/review remuneration of the Managing Director(s)

1. Ms. Sonal Mattoo- 04-11-2023 and Whole Time Director(s) based on their performance and
defined assessment criteria.
Date of Cessation
Shri P.C. Surana- 04-11-2023 • To carry out any other function as is mandated by the Board
from time to time and/or enforced by any statutory notification,
Four audit committee meetings were held during the year and the amendment or modification, as may be applicable.
gap between two meetings did not exceed four months. The dates
on which the said meetings were held are as follows: • To perform such other functions as may be necessary or
appropriate for the performance of its duties.
9 May, 2023,; 07 August, 2023; 04 November, 2023 , and 31
th th th st
January, 2024. Remuneration Policy
The necessary quorum was present for all the meetings. (i) Managing Director and Executive Director
Nomination & Remuneration Committee The Managing Director and Executive Director are paid
remuneration within the range recommended by the
Composition of the Committee Remuneration Committee which is further approved by the
Board of Directors and the Shareholders of the Company in
The Company had a Nomination and Remuneration Committee of General Meeting. The remuneration is decided considering
directors. The Committee’s constitution and terms of reference is various factors such as qualification(s), experience(s),
in compliance with the provisions of the Act and Regulation 19 and expertise, and capability of the appointee, its contribution to
20 of SEBI (LODR) Regulations, 2015. The Committee comprises the Company’s growth, remuneration prevailing in the Industry,
of 4 (four) members of the Board, the details of the member are as Financial Position of the Company etc.
follows:
(ii) Non-Executive Directors
No. of The Non-Executive Directors are paid remuneration by way of
Name of the Meetings Sitting Fees sitting fees for attending each meeting of Board of Directors
Category/Position
Member attended / ( `) and Committee Meeting thereof and Commission. Each Non-
held Executive Directors was paid a sum of ` 50,000/- by way of
Shri. D. R. Independent Director / sitting fee for attending each meeting of the Board of Directors
2/2 50,000 and a sum of ` 25,000/- sitting fee for attending Committees
Mehta Member
meeting thereof.
*Shri P.C. Independent Director /
0/2 0
Surana Chairperson
Ms. Sonal Independent Director /

1/2 25,000
Mattoo Member
Shri Amit Independent Director/

2/2 50,000
Khosla Member

2022-23
83
Details of the sitting fees, commission and salary paid to all

Executive Director /
the Directors for the year ended on 31st March, 2024 are given Shri Rishi Baid 1/1 Nil
Member
hereunder:
(In ` lacs) Shri Sandeep Independent
0/1 0
Name of the Member Salary Com- Sitting Total Bhargava Director/ Member
Perqui- mission Fees
sites *Shri P.C. Surana ceased to be chairperson of Committee w.e.f. 17th
Shri D.R. Mehta - 12.00 4.25 16.25 July, 2024 due to his sad demise
Shri J.K. Baid - 12.00 2.25 14.25 Mr. Avinash Chandra, Company Secretary, acting as a compliance
Smt. Mukulika Baid - 12.00 2.25 14.25 officer of the Company. During the year, under review, a meeting of
Stakeholders Relationship Committee was held on the 30th October,
*Shri P.C. Surana - 12.00 0 12.00
2023.
Mr. S.R. Mehta - 12.00 3.00 15.00
Dr. Sandeep Bhargava - 12.00 2.50 14.50 Terms of reference of the Committee, inter-alia, includes the
following:
Shri Amit Khosla - 12.00 4.00 16.00
Ms. Sonal Mattoo - 12.00 2.50 14.50 • Overseeing and review all matters connected with the transfer
of the Company’s Securities.
Dr. Ambrish Mithal - 12.00 2.50 14.50
Alessandro Balboni* 284.54 12.00 2.50 299.04 • Approve issue of the Company’s duplicate share certificates.
Shri Himanshu Baid 577.81* 1140.00 - 1,717.81
• Monitor redressal of investor’s / Shareholder’s / Security
Shri Rishi Baid 528.18* 1140.00 - 1,668.18 holders’ grievances.
*Includes allowances, perquisites, retirement benefits and • Oversee the performance of the Company’s Registrar and
contribution to Provident Fund. Transfer Agents.
*Shri P.C. Surana ceased to be director of Committee w.e.f. 17th July, • Recommend methods to upgrade the standard of service to
2024 due to his sad demise investors.
*` 284.54 given to Mr. Alessandro Balboni is management fees during • Monitor implementation of the Company’s code of conduct for
the FY 2023-24. prohibition of Insider Trading.
INDEPENDENT DIRECTOR MEETING Carry out any other functions as is referred by the Board from time to
time or enforced by any statutory modification as may be applicable.
During the year under review, the independent Directors met on 9 th
May, 2023, inter-alia to discuss: Details of Investor Complaints received and redressed during the year
2023-24 are as follows:
 Evaluation of performance of Non-Independent Directors
Opening Received Resolved Closing Balance
 Evaluation of the performance of the Chairman of the Company, balance during the during the
taking into account the views of the Executive and Non- year year
Executive Directors 0 2 2 0
 Evaluation of the quality, content and timeliness of flow of
No complaint was outstanding as on 31st March, 2024.
information between the management and the Board that is
necessary for the Board to effectively and reasonably perform
Corporate Social Responsibility Committee
its duties.
Composition of Committee
Stakeholders Relationship Committee
Composition of Committee
The Company has a Corporate Social Responsibility Committee of
The Company had a Shareholders / Investors Grievance Committee
directors to look into its CSR Activities, which strives to create value
of directors to look into the redressal of Complaints of investors
in the society and in the community in which it operates, through its
such as transfer or credit of shares, non-receipt of dividend / notices
services, conduct & initiatives so as to promote sustained growth
/ annual reports, etc. The nomenclature of the said committee
for the society and community. Develop meaningful and effective
was changed to Stakeholders’ Relationship Committee in the light
strategies for engaging with all the stakeholders. The committee was
of provisions of the Act and Regulation 19 and 20 of SEBI (LODR)
formed under the provisions of Section 135 the Companies Act, 2013.
Regulations, 2015.
No. of Meet-
Name of the Sitting Name of Members Position Attendance and Sitting Fees
Category/Position ings attended
Member Fees (`) Meetings held (`)
/ held
Mr. D.R. Mehta Chairman 1/1 25,000
Independent
Shri P. C. Surana 0/1 0 Mr. Jugal Kishore Baid Member 1/1 25,000
Director / Chairman
Shri Himanshu Managing Director / Mrs.. Mukulika Baid Member 1/1 25,000
1/1 Nil
Baid Member Ms. Sonal Mattoo Member 1/1 25,000

84
During the year, under review, a meeting of Corporate Social Terms of reference of the Committee, inter alia, include:
Responsibility Committee was held on the 9th May, 2023.
The committee is vested with the following roles and responsibilities:
Terms of reference of the Committee, inter alia, include:
a. Giving approval for the opening/ closing of the Bank Accounts,
• To formulate and recommend to the Board, a Corporate b. Authorizing executives for the operation of Bank Accounts,
Social Responsibility (CSR) policy indicating initiatives to be
undertaken by the Company in compliance with provisions of c. to avail adhoc/short term/long term/overdraft credit facilities
Companies Act, 2013 and rules there made under. and enhanced/modified working capital limits from banks and
lending institutions;
• To recommend the amount of expenditure to be incurred on the d. To invest funds of the Company;
CSR initiatives.
e. Revoking the authority already given to the signatories for the
• To monitor the implementation of the framework of the CSR operation of Bank Accounts, whenever necessary;
policy. f. Execution of documents related to the banking operation;
• To approve the Corporate Social Responsibility Report and g. Certification of Balance Confirmation Letter as and when
oversee the implementation of sustainability activities. required by banks;
h. Periodic renewal of existing Credit Facilities and execution of
• To observe Corporate Governance Practices at all levels and to documents for such renewals;
suggest remedial measures wherever necessary.
i. Giving authority to Executives to sign and execute affidavits,
Risk Management Committee documents, applications and other documents in connection
with the litigation by and/or against the Company in relation
In compliance with the requirement of Regulation 21 of the SEBI to Banking operations and to appear before various Courts,
(LODR) Regulations, the Board has constituted Risk Management Tribunal and other judicial authorities;
Committee at its Meeting held on 5th June, 2020. During the year j. Giving authority to Executives to sign and execute various
under review, the Committee met twice on 7th August, 2023 and 31st documents in relation to the banking operations in connection
January, 2024. Composition of Risk Management Committee and with the day to day business of the Company as may be required
details of attendance of each Member at the Committee Meetings from time to time;
are as follows:
k. any other responsibility as may be assigned by the board from
time to time.
Name of the Category/ No. of Sitting
Member Position Meetings Fees
2. General Body Meetings
attended/held (₨)
Mr. S.R. Mehta Independent 0/2 0 Annual General Meetings conducted during the last three years viz.
Director/ FY 2020-21, FY 2021-22 and FY 22-23 are as follows:
Chairperson
Mr. Himanshu Managing 2/2 Nil
Meeting Date and Time Venue
Baid Director/Member
Friday, 24th September,
Mr. Rishi Baid Joint Managing 2/2 Nil 26th AGM
2021 at 10:00 a.m.
Director/Member
Monday, 26th September, Video Conferencing (“VC”)
Ms. Sonal Mattoo Independent 0/2 0 27th AGM
2022 at 10:00 a.m. or Other Audio Visual
Director/ Member Means (“OAVM)
Thursday, 28th
Banking Operations Committee 28th AGM September, 2023 at 10.00
a.m
During the year under review, the Committee met once on 06 May,
2023; 06 June, 2023; 27 September,2023 and 13 December, 2023 of Special resolution passed in last three AGM:
Banking Operations Committee and details of attendance of each
Member at the Committee Meetings are as follows: 26th AGM held on 24th September, 2021
• To enter into job work contract with M/s. Vitromed Healthcare,
Jaipur.
Name of the Category/ No. of Sitting
Member Position Meetings Fees
27th AGM held on 26th September, 2022
attended/held (₨)
• To appoint Dr. Ambrish Mithal (DIN: 0009618459) as an
Mr. Himanshu Managing 4/4 Nil Independent Director of the Company.
Baid Director/
Chairperson
• To appoint Mr. Jugal Kishore Baid (DIN:00077347), who has
Mr. Rishi Baid Joint Managing 4/4 Nil attained the age of 75 years to continue as non- executive
Director/Member director of the Company.

2022-23
85
• To approve payment of remuneration to Non-Executive and the Board was informed of the same.
Directors.
f) Management Discussion & Analysis Report
28th AGM held on 28th September, 2023
• To payment of remuneration of ` 80,000 (plus applicable taxes) As required by the Listing Agreement and regulation 34(2)(e)
to M/s. Jai Prakash & Company , Cost Accountants, who were of the SEBI (Listing Obligation and Disclosure Requirements)
appointed by the Board of Directors in their meeting. Regulations, 2015, the Management Discussion & Analysis is
provided separately in the Annual report.
There was no Extra-Ordinary General Meeting held during the year
2023-24 through Postal Ballot g) Code of Conduct and Corporate ethics
4. Disclosures As a responsible corporate citizen, the Company consciously

follows corporate ethics in both business and corporate
a) Disclosure on materially significant related party transactions interactions. The Company has framed various codes and
that may have potential conflict with the interests of the policies, which act as guiding principles for carrying business
Company at large. in ethical way.
All transactions entered with related parties for the year under Some of our policies are:
review were on arm’s length basis and in the ordinary course • Code of Conduct for Board of Directors and Senior
of business and was complied with provision of section 188 Management Personnel;
of the Companies Act, 2013. Thus, disclosure in form AOC-2
is also provided. Further there are no material related party • Code of Conduct for Prevention of Insider Trading;
transactions during the year under review with the promoters,
Directors or Key Managerial personnel. The details of the • Whistle Blower Policy
Related Party transactions during the year are given in the notes
forming part of the financial statements. h) CEO/CFO Certification
b) Details of non-compliance by the Company, penalties, and The Compliance Certificate by CEO and CFO as required
strictures imposed on the Company by Stock Exchange or SEBI under Listing Agreement and Regulation 17(8) of SEBI (Listing
or any Statutory Authority, on any matter related to capital Obligations and Disclosure Requirements) Regulations, 2015 is
markets, during the last three years. the same is annexed to the Corporate Governance Report.
No penalty or stricture was imposed by the Stock Exchanges or i) Disclosure of Compliance

SEBI or any other regulatory or statutory authorities.
Your Company has compiled with the requirements of the
c) Whistle Bowler Policy/Vigil Mechanism regulations 17 to 27 and Clause (b) to (i) of Sub-Regulation
(2) of regulation 46 of SEBI (Listing Obligation and Disclosure
Pursuant to Section 177(9) and (10), of the Companies Act, Requirements) Regulations, 2015.
2013, and Regulation 22 of the Listing Regulation, the Company
has formulated Whistle Blower Policy for vigil mechanism of j) Details of Compliance with Mandatory Requirements and
directors and employee to report to the management about adoption of the Non-Mandatory Requirements
the unethical behavior, fraud or violation of Company’s code of
Conduct. The mechanism provides for adequate safeguards The Company has complied with all the mandatory requirements
against victimization of employees and Directors who use under the Listing Agreement and SEBI (LODR) Regulations,
such mechanism and makes provision for direct access to the 2015.
chairperson of the Audit committee in exceptional cases. The
whistle blower Policy is displayed on the Company’s Website K) A certificate from Practicing Company Secretary (PCS)
viz, https://www.polymedicure.com/wp-content/uploads/ regarding declaration for Directors not debarred or disqualified
2023/02/vigil-mechanism-and-whistle-blower-policy.pdf from being appointed
d) Disclosure of Accounting Treatment A certificate has been received from M/s. P.K. Mishra &
Company, Practicing Company Secretaries, that none of the
In the preparation of the financial statements, the Company has Directors on the Board of the Company has been debarred or
followed the Accounting Standards referred in Section 133 of disqualified from being appointed or continuing as directors
the Companies Act, 2013. of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such statutory authority.
e) Risk Management
l) The detail of the policy for determining “material” subsidiaries
Business risk evaluation and management is an ongoing is available on the Company’s website at www.Polymedicure.
process within the Company. During the year under review, a com.
detailed exercise on ‘Risk Assessment and Management’ was
carried out covering the entire gamut of business operations

86
m) The detail of the policy on dealing with related party which in its opinion are material and/or have a bearing on its
transaction is available on the Company’s website at performance/operations, for the information of public at large.
www.Polymedicure.com.
Audit Fees
6. Means of Communication
The same has been mentioned in note no. 32 of Standalone Financial
In accordance with Regulation 46 of SEBI (LODR) Regulations, Statement.
2015, the Company has maintained a functional website at
www.polymedicure.com basic corporate information about Commodity Price Risk or Foreign Exchange Risk and hedging
the Company viz. details of its Business, Financial Information, Activities
Shareholding Pattern, compliance with code of conduct etc.
The contents of the said website are updated from time to time. Commodity Price Risk and Commodity Hedging Activities
The quarterly, half yearly and Annual Results are published
in “Financial Express” (English), and “Jansatta” (Hindi), also The Company does not have any exposure hedged through
occasionaly in Business Standard (English) newspapers and commodity derivatives. In compliance with Regulation 34(3) read
also displayed on the Company’s website for the benefit of the with clause 9(n) of Part C of Schedule V of SEBI (Listing Obligations
public at large. and Disclosure Requirements) Regulations, 2015, the exposure of the
listed entity to commodity and commodity risks faced by the entity
Further, the Company disseminates to the Stock Exchange, throughout the year:
where its securities are listed, all material information,
A: - Total exposure of the listed entity to commodities in ` - NIL
B: - Exposure of the listed entity to various
Exposure in `
Exposure in Quantity
Commodity towards the
terms towards the % of such exposure hedged through commodity derivatives
Name particular
particular commodity
commodity
Domestic market International market Total
OTC Exchange OTC Exchange
NIL
7. General Shareholders Information:

Annual General Meeting Thursday, 26th Day of September, 2024 at 10 a.m. (IST) through Video Conferencing (“VC”) or Other Audio
Day, Date and Time & Venue Visual Means (“OAVM”)
CIN No. L40300DL1995PLC066923
Financial Year 1st April, 2023 to 31st March, 2024
Date of Book Closure 20th September, 2024 to 26th September, 2024 (both days inclusive)
BSE Limited (BSE):- P. J. Towers, Dalal Street, Mumbai 400 001.
Listing of Equity Shares on National Stock Exchange of India Limited: - Exchange Plaza, Plot No. C-1, G Block, Bandra Kurla Complex,
Stock Exchange(s) Bandra (East) Mumbai-400051
BSE Code: POLYMED, Scrip Code: 531768
Stock Code
NSE Code: POLYMED
Registrar and Transfer MAS Services Ltd.
Agents T-34, IInd Floor, Okhla Industrial Area, Phase II, New Delhi -110020.
Dematerialization of Shares The Shares of the Company are under compulsory D-MAT mode. Under the depository system the Inter-
and Liquidity national Security Identification Number (ISIN) allotted to the Company. Respective ISIN is INE205C01021.

2022-23
87
Unit-I
Plot No. 104-105, Sector -59, HSIIDC Industrial Area, Ballabhgarh, Faridabad-121004 (Haryana) India.
Unit-II (100% EOU)
Plot No. 115-116,117 Sector-59, HSIIDC Industrial Area, Ballabhgarh, Faridabad-121004 (Haryana) India
Unit III
Plot No. 17, Sector-3, I.I.E SIDCUL Haridwar-249403, (Uttarakhand), India.
Unit IV (SEZ)
Plot No. PA 010-018, Mahindra World City (Jaipur) Limited Multi Product SEZ, Village-Kalwara,
Tehsil-Sanganer, Jaipur, Rajasthan, India.
Unit V (SEZ)
Plants Locations
Plot No. PA 010-019, Mahindra World City (Jaipur) Limited Multi Product SEZ, Village-Kalwara,
Tehsil-Sanganer, Jaipur, Rajasthan, India.
Unit VI
Plot No. 33, Sector-68, IMT, Faridabad-121004, (Haryana), India.
Unit VII
Plot No. 34, Sector-68, IMT, Faridabad-121004, (Haryana), India.
Unit VIII
Plot No. 56 A, HSIIDC Industrial Area, Sector-59, Ballabgarh, Faridabad 121 004, Haryana.
Unit IX
Plot No. 113, Sector-59, HUDA, Faridabad-121004 (Haryana) India.
Registrar and Transfer Agent
Shri Sharwan Mangla
M/s. Mas Services Ltd.
T-34, Okhla Industrial Area,
Phase-II, New Delhi-110020
Phone No. 011-26387281, 26387282
Fax No. 011- 26387384
Address for Shareholders’ E-mail: [email protected], Website: www.masserve.com
correspondence Registered Office of the Company
The Company Secretary
M/s Poly Medicure Limited
232-B, IIIrd Floor, Okhla Industrial Estate
Phase-III, New Delhi-110020
Phone No. 011-26321838 Fax No. 011-26321894
Email: [email protected]
Website: www.polymedicure.com
Physical Share Transfer System Mode No. of Shares %age (Percentage)
The Registrar and Transfer Agents (RTA) on receipt of transfer Physical Mode 1,82,336 0.19
deed with respective Share Certificates, scrutinizes the same and NSDL 9,23,47,447 96.22
verify signatures of transferors on the transfer deed with specimen
CDSL 34,41,634 3.59
signatures registered with the Company. A list of such transfers is
prepared and checked thoroughly and then a transfer register is Total 9,59,71,417 100.00
prepared. The transfer register is placed before the Share Transfer
Committee meeting for approval. Share transfers are registered
and share certificates are returned within 30 days from the date of
lodgment if the documents are complete in all respects.
Dematerialization of Shares
The Company has set up requisite facilities for dematerialization of

its Equity Shares in accordance with provisions of Depositories Act,
1996 with National Securities Depository Services (India) Limited
and Central Depository Services (India) Limited. The Company has
entered into agreements with both the Depositories for the benefit of
the Shareholders. The status of Dematerialization of the Company’s
Shares as on 31st March, 2024 is as under:

88
For guidance of Depository Services, Shareholders may write to the

Company or to the respective Depositories.
National Securities Depositories Central Depository Services

Limited Limited
4th Floor, ‘A’ Wing, Trade World, P. J. Towers, 17th Floor, Dalal
Street, Fort, Mumbai- 400001,
Kamala Mills Compound, Sen- Telephone 91-22-22723333,
apati Bapat Marg, Lower Parel, E-mail: investor@cdslindia.
Mumbai 400013. Telephone: 91- com, Website: www.cdslin-
22-24994200, E-mail- info@nsdl. dia.com.
co.in, Website: www.nsdl.co.in
Listed on Stock Exchange(s)

Name of the Stock Exchange(s) Stock Code
BSE Limited 531768
National Stock Exchange of India Limited POLYMED Distribution of Shareholding of Poly Medicure Limited as on 31st
March, 2024
Market Price Data: Monthly High and Low prices of the Equity Shares
of the Company traded on the Bombay Stock Exchange Limited (BSE) Nominal value of each Share ` 5 each.
and National Stock Exchange of India (NSE) during the Financial Year
No of % to Shareholding of No of Shares % to
are as follows:
share Total nominal value of Total
BSE (In `) NSE (In `) hold- (in `)
Month High Price Low Price High Prices Low Prices ers
Apr-23 1000.00 921.00 1001.00 921.10 35822 97.576 1 to 5000 1928804 2.010
333 0.907 5001 to 10000 491002 0.512
May-23 1014.65 945.00 1015.00 945.00
191 0.520 10001 to 20000 558539 0.582
Jun-23 1186.30 961.95 1189.90 963.00
85 0.232 20001 to 30000 424332 0.442
Jul-23 1313.90 1074.35 1314.70 1075.00
60 0.163 30001 to 40000 441083 0.460
Aug-23 1575.95 1206.95 1575.00 1201.65
31 0.084 40001 to 50000 281846 0.294
Sep-23 1546.05 1323.05 1545.00 1331.05
68 0.185 50001 to 100000 976880 1.018
Oct-23 1444.60 1266.00 1448.00 1250.10
122 0.332 100001 AND ABOVE 90868931 94.683
Nov-23 1580.00 1360.95 1581.00 1362.85 36712 100.00 Total 95971417 100.00
Dec-23 1673.95 1436.95 1677.00 1437.10
Jan-24 1545.10 1360.95 1547.80 1361.00 No. of
Particulars No. % age
Feb-24 1727.00 1454.90 1729.00 1455.95 shares
Mar-24 1650.15 1373.00 1,652.00 1373.00 (A) Shareholding of Promoter and Promoter group
1. Indian 18 5,07,96,820 52.93
(Source: This information is compiled from the data available from
2. Foreign 2 2,07,200 0.22
the websites of BSE and NSE)
Total Shareholdings of Promoter 20 5,10,04,020 53.15
and Promoter Group
(B) Public Shareholding

1. Institution 152 18809432 19.59
2. Non Institution 36,540 26157965 27.26
Total Public Shareholding 36,692 3,80,37,297 46.85
(C) Shares held by custodian and against which Depository

Receipts have been issued
1. Promoter and Promoter Group 0 0 0
2. Public 0 0 0
Total (A)+(B)+(C) 36,712 9,59,71,417 100
Unclaimed Dividend on Equity Shares
Investors are requested to claim their preceding years’ unclaimed

dividends from the Company. They may correspond at Company’s

2022-23
89
address or send e-mail at [email protected] for 31st March, 2024. The declaration received from Shri Himanshu Baid,
clarifying any doubts. Any money transferred to the unpaid dividend Managing Director, in this regard is also given in this report.
account of the Company which remains unpaid or unclaimed for
a period of seven years from the date of such transfer shall be
transferred by the Company to Investor Education and Protection New Delhi D. R. Mehta Himanshu Baid
Fund (IEPF) as per the requirements of Section 205C of the 22nd July, 2024 Chairman Managing Director
Companies Act, 1956, and rule(s) made there under. No claim shall
be entertained after unclaimed dividend is transferred to this fund. CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER OF THE COMPANY
Review of Legal / Statutory Compliances Report
To
The Board periodically reviews Statutory/Legal Compliance Reports The Board of Directors
with respect to the various laws applicable to the Company. Poly Medicure Limited
Code for Prevention of Insider Trading Practices 1. We have reviewed the financial statements and the cash flow
statement of Poly Medicure Limited for the year ended 31st
The Company has instituted a comprehensive code for prevention March, 2024 and to the best of our knowledge and belief:-
of Insider Trading, for its Directors and Designated Employees, in
compliance with Securities Exchange Board of India (Prohibition of (i) These statements do not contain any materially untrue
Insider Trading) Regulations, 2015, as amended from time to time. statement or omit any material fact or contain statement
that might be misleading:
The objective of this code is to prevent purchase and/or sale of
Shares of the Company by an insider on the basis of unpublished (ii) These statements together present a true and fair view of
Price Sensitive information. Under this code, Directors and the company’s affair and are in compliance with existing
Designated Employees are completely prohibited from the dealing in accounting standards, applicable laws and regulation.
the Company’s share during the closure of Trading Window. Further
the code specifies the procedure to be followed and disclosures to 2. There are to the best of our knowledge and belief, no transaction
be made by Directors and Designated Employees, while dealing with entered into by the Company during the year ended 31st March,
the share(s) of the Company and enlists the consequences of any 2024, which are fraudulent, illegal or violate the Company’s
violations. code of Conduct.
Risk Management Policy 3. We accept responsibility for establishing and maintaining

internal controls for financial reporting and we have evaluated
The Company has established a well-documented and robust Risk the effectiveness of Company’s internal control systems
Management framework. Under this framework, risks are identified pertaining to financial reporting.
across all business processes of the Company on continuous
basis. These risks are systematically categorized as Strategic Risks, We have not come across any reportable deficiencies in the
Business Risks or Reporting Risks. design or operation of such internal controls.
To address these Risks in a comprehensive manner, each risk is 4. We have indicated to the Auditors and the Audit Committee:-
mapped to the concerned department for further action. Based on
this framework, the Company has set in place various procedure for (i) that there are no significant changes in internal controls
Risk Management. over financial reporting during the year.
Subsidiary Companies (ii) that there are no significant changes in accounting policies
during the year and that the same has been disclosed in
The subsidiary Companies are unlisted foreign Companies. These the notes to the financial statements; and
subsidiaries have their own Board of Directors having the rights
and obligations to manage such companies in its best interest. The (iii) that there are no instances of significant fraud of which
Company has its own representatives on the Board of subsidiary we have become aware involving management or any
companies and monitors the performance of such companies employee having a significant role in the Company’s
regularly. internal control system.
Non Mandatory Clauses New Delhi Himanshu Baid Naresh Vijayvergiye

22nd July, 2024 Managing Director CFO
The Company has not adopted any of the non-mandatory
requirements as in SEBI (LODR) Regulations, 2015.
Code of Conduct by CEO Declaration by Chief Executive Officer
The Board has laid down a Code of Conduct for all the Board Members I hereby confirm and declare that all the Directors of the Company and
and Senior Management Personnel consisting of members of the all Senior Management Personnel as defined in the Code of Conduct
Board and heads of all departments. of the Company have submitted Annual declaration confirming their
compliance with the same.
As provided under regulation 26(3) of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 all the Board members New Delhi Himanshu Baid
and Senior Management Personnel have affirmed compliance to the 22nd July, 2024 CEO/Managing Director
Code of Conduct of the Company for the period from 1st April, 2023 to

90
Certificate on Corporate Governance The compliance of the conditions of Corporate Governance is the
responsibility of the management of the Company. My examination
To was limited to the review of procedures and implementation thereof,
The Members of Poly Medicure Limited as adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an
I have examined the compliance of the conditions of Corporate expression of opinion on the financial statements of the Company.
Governance by Poly Medicure Limited (‘the Company’) for the
year ended on March 31, 2024, as stipulated in Regulations 17 to I further state that such compliance is neither an assurance as to the
27, clauses (b) to (i) and (t) of sub-regulation (2) Regulation 46 future viability of the Company nor of the efficiency or effectiveness
and para-C, D and E of Schedule V of the Securities and Exchange with which the management has conducted the affairs of the
Board of India (Listing Obligations and Disclosure Requirements) Company.
Regulations, 2015 (“SEBI Listing Regulations”)
In my opinion and to the best of my information and according to For P. K. Mishra & Associates
the explanations given to me, and the representations made by the Company Secretaries
Management, I certify that the Company, to the extent applicable, has (Firm’s Registration No. S2016DE382600)
complied with the conditions of Corporate Governance as stipulated
in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulations 46 Pawan Kumar Mishra
and Para C, D and E of Schedule V of the SEBI Listing Regulations for Proprietor
the year ended on March 31, 2024. FCS-4305 / CP NO.16222
UDIN NO: F004305F000365930
Peer Review Certificate No.: 2656/2022
Place: New Delhi

Date: 14th May, 2024

2022-23
91
INDEPENDENT AUDITORS’ REPORT Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
TO THE MEMBERS OF POLY MEDICURE LIMITED conclusion thereon.
Report on the Audit of the Standalone Financial Statements In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
Opinion consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained
We have audited the accompanying standalone financial statements during the course of our audit or otherwise appears to be materially
of POLY MEDICURE LIMITED (“the Company”), which comprise the misstated.
Balance Sheet as at March 31, 2024, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes If, based on the work we have performed, we conclude that there is
in Equity and the Statement of Cash Flows for the year ended on a material misstatement of this other information, we are required to
that date, and a summary of the significant accounting policies report that fact. We have nothing to report in this regard, as for the
and other explanatory information (hereinafter referred to as “the year ended March 31, 2024 the other information has not yet been
standalone financial statements”). prepared and not yet approved by Board of Directors.
In our opinion and to the best of our information and according Management’s Responsibility and Those Charged with Governance
to the explanations given to us, the aforesaid standalone financial for the Standalone Financial Statements
statements give the information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in The Company’s Management and Board of Directors are responsible
conformity with the Indian Accounting Standards prescribed under for the matters stated in section 134(5) of the Act with respect to the
section 133 of the Act read with the Companies (Indian Accounting preparation of these standalone financial statements that give
Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting a true and fair view of the financial position, financial performance,
principles generally accepted in India, of the state of affairs of the total comprehensive income, changes in equity and cash flows of
Company as at March 31, 2024, the profit and total comprehensive the Company in accordance with the Ind AS and other accounting
income, changes in equity and its cash flows for the year ended on principles generally accepted in India. This responsibility also
that date. includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Basis of Opinion Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
We conducted our audit of the standalone financial statements in policies; making judgments and estimates that are reasonable and
accordance with the Standards on Auditing specified under section prudent; and design, implementation and maintenance of adequate
143(10) of the Act (SAs). Our responsibilities under those Standards internal financial controls, that were operating effectively for
are further described in the Auditor’s Responsibilities for the Audit of ensuring the accuracy and completeness of the accounting records,
the Standalone Financial Statements section of our report. We are relevant to the preparation and presentation of the standalone
independent of the Company in accordance with the Code of Ethics financial statements that give a true and fair view and are free from
issued by the Institute of Chartered Accountants of India (ICAI) material misstatement, whether due to fraud or error.
together with the ethical requirements that are relevant to our audit
of the standalone financial statements under the provisions of the In preparing the standalone financial statements, management is
Act and the Rules made thereunder, and we have fulfilled our other responsible for assessing the Company’s ability to continue as a
ethical responsibilities in accordance with these requirements and going concern, disclosing, as applicable, matters related to going
the ICAI’s Code of Ethics. We believe that the audit evidence we have concern and using the going concern basis of accounting unless
obtained is sufficient and appropriate to provide a basis for our audit management either intends to liquidate the Company or to cease
opinion on the standalone financial statements. operations, or has no realistic alternative but to do so.
Key Audit Matters The Board of Directors are responsible for overseeing the Company’s
financial reporting process
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial Auditor’s Responsibilities for the Audit of the Standalone Financial
statements of the current period. These matters were addressed in Statements
the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a Our objectives are to obtain reasonable assurance about whether the
separate opinion on these matters. We have determined that there standalone financial statements as a whole are free from material
are no key audit matters to be communicated in our report. misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high
Information Other than the Standalone Financial Statements and level of assurance, but is not a guarantee that an audit conducted
Auditors’ Report Thereon in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
The Company’s Management and Board of Directors are responsible considered material if, individually or in the aggregate, they could
for the preparation of the other information. The other information reasonably be expected to influence the economic decisions of
comprises the information included in the Management Discussion users taken on the basis of these standalone financial statements.
and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and As part of an audit in accordance with SAs, we exercise professional
Shareholder’s Information, but does not include the standalone judgment and maintain professional skepticis m throughout the
financial statements, consolidated financial statements and our audit. We also:
auditor’s report thereon. The other information is expected to be
made available to us after the date of this Auditor report. - Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,

92
design and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate Report on Other Legal and Regulatory Requirements
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for 1. As required by Section 143(3) of the Act, based on our audit we
one resulting from error, as fraud may involve collusion, forgery, report that:
intentional omissions, misrepresentations, or the override of
internal control. a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
- Obtain an understanding of internal financial controls relevant belief were necessary for the purposes of our audit.
to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of b) In our opinion, proper books of account as required by law
the Act, we are also responsible for expressing our opinion on have been kept by the Company so far as it appears from
whether the Company has adequate internal financial controls our examination of those books.
system in place and the operating effectiveness of such
controls. c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement of
- Evaluate the appropriateness of accounting policies used Changes in Equity and the Statement of Cash Flow dealt
and the reasonable ness of accounting estimates and related with by this Report are in agreement with the relevant
disclosures made by management. books of account.
- Conclude on the appropriateness of management’s use of the d) In our opinion, the aforesaid standalone financial
going concern basis of accounting and, based on the audit statements comply with the Ind AS specified under
evidence obtained, whether a material uncertainty exists Section 133 of the Act.
related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we e) On the basis of the written representations received from
conclude that a material uncertainty exists, we are required to the directors as on March 31, 2024 taken on record by the
draw attention in our auditor’s report to the related disclosures Board of Directors, none of the directors is disqualified as
in the standalone financial statements or, if such disclosures are on March 31, 2024 from being appointed as a director in
inadequate, to modify our opinion. Our conclusions are based terms of Section 164 (2) of the Act.
on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the f) With respect to the adequacy of the internal financial
Company to cease to continue as a going concern. controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
- Evaluate the overall presentation, structure and content of the separate Report in “Annexure A”. Our report expresses
standalone financial statements, including the disclosures, an unmodified opinion on the adequacy and operating
and whether the standalone financial statements represent the effectiveness of the Company’s internal financial controls
underlying transactions and event s in a manner that achieves over financial reporting.
fair presentation.
g) With respect to the other matters to be included in the
Materiality is the magnitude of misstatements in the standalone Auditor’s Report in accordance with the requirements of
financial statements that, individually or in aggregate, makes it section 197(16) of the Act, as amended:
probable that the economic decisions of a reasonably knowledgeable
user of the standalone financial statements may be influenced. We In our opinion and to the best of our information and
consider quantitative materiality and qualitative factors in (i) planning according to the explanations given to us, the remuneration
the scope of our audit work and in evaluating the results of our work; paid by the Company to its directors during the year is in
and (ii) to evaluate the effect of any identified misstatements in the accordance with the provisions of section 197 of the Act.
standalone financial statements.
h) With respect to the other matters to be included in
We communicate with those charged with governance regarding, the Auditor’s Report in accordance with Rule 11 of the
among other matters, the planned scope and timing of the audit and Companies (Audit and Auditors) Rules, 2014, as amended
significant audit findings, including any significant deficiencies in in our opinion and to the best of our information and
internal control that we identify during our audit. according to the explanations given to us:
We also provide those charged with governance with a statement i. The Company has disclosed the impact of pending
that we have complied with relevant ethical requirements regarding litigations on its financial position in its standalone
independence, and to communicate with them all relationships financial statements. (Refer to Note No. 35 to the
and other matters that may reasonably be thought to bear on our Standalone Financial Statements).
independence, and where applicable, related safeguards.
ii. The Company has made provision, as required under
From the matters communicated with those charged with governance, the applicable law or accounting standards, for
we determine those matters that were of most significance in the material foreseeable losses. The Company did not
audit of the standalone financial statements of the current period and have any long-term derivative contracts.
are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure iii. There has been no delay in transferring amounts,
about the matter or when, in extremely rare circumstances, we required to be transferred, to the Investor Education
determine that a matter should not be communicated in our report and Protection Fund by the Company.
because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such iv. (a) The Management has represented that, to
communication. the best of its knowledge and belief, no funds

2022-23
93
(which are material either individually or in the is not applicable for the financial year ended March
aggregate) have been advanced or loaned or 31, 2024.
invested (either from borrowed funds or share
premium or any other sources or kind of funds) 2. As required by the Companies (Auditor’s Report) Order, 2020
by the Company to or in any other person or (“the Order”) issued by the Central Government in terms of
entity, including foreign entity (“Intermediaries”), Section 143(11) of the Act, we give in “Annexure B” a statement
with the understanding, whether recorded in on the matters specified in paragraphs 3 and 4 of the Order.
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in For M C Bhandari & Co.
any manner whatsoever by or on behalf of the Chartered Accountants
Company (“Ultimate Beneficiaries”) or provide Firm’s registration number: 303002E
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
Ravindra Bhandari
(b) The Management has represented, that, to Partner
the best of its knowledge and belief, no funds Membership number: 097466
(which are material either individually or in UDIN: 24097466BKGQOC4982
the aggregate) have been received by the
Company from any person or entity, including Place: New Delhi
foreign entity (“Funding Parties”), with the Date: 17th May 2024
understanding, whether recorded in writing or
otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding ANNEXURE ‘B’ TO THE INDEPENDDENT AUDITOR’S REPORT
Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the (Referred to in paragraph 2 under ‘Report on Other Legal and
Ultimate Beneficiaries; Regulatory Requirements’ section of our report to the Members of
Polymedicure Limited of even date)
(c) Based on the audit procedures that have been
considered reasonable and appropriate in To the best of our information and according to the explanations
the circumstances, nothing has come to our provided to us by the Company and the books of account and records
notice that has caused us to believe that the examined by us in the normal course of audit, we state that :
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above, i) In respect of the Company Property, Plant and Equipment and
contain any material misstatement. Intangible Assets:
v. As stated in Note 45 to the standalone financial (a) (i) The company has maintained proper records
statements showing full particulars, including quantitative details
and situation of Property, Plant and Equipment and
(a) The final dividend proposed in the previous relevant details of right -of- use assets.
year, declared and paid by the Company during
the year is in accordance with Section 123 of (ii) The company has maintained proper records
the Act, as applicable. No interim dividend was showing full particulars of intangible assets.
declared or paid by the company during the
year. (b) The company has a program of physical verification of
Property, Plant and Equipment and right-of-use of assets
(b) The Board of Directors of the Company have so as to cover all the assets once every three years which,
proposed final dividend for the year which is in our opinion, is reasonable having regard to the size of
subject to the approval of the members at the the company and the nature of its assets. Pursuant to
ensuing Annual General Meeting. The amount the program, certain Property, Plant and Equipment were
of dividend proposed is in accordance with due for verification during the year and were physically
section 123 of the Act, as applicable. verified by the Management during the year. According to
the information and explanations given to us, no material
vi. Based on our examination, which included test discrepancies were noticed on such verification.
checks, the company has used accounting software
for maintaining its books of accounts for the financial (c) Based on our examination of the property tax receipts and
year ended March 31, 2024 which has a feature of lease agreement for land on which building is constructed,
recording audit trail (edit log) facility and the same registered sale deed/ transfer deed/ conveyance deed
has operated throughout the year for all relevant provided to us, we report that, the title in respect of
transactions recorded in the softwares. Further, self – constructed buildings and title deeds of all other
during the course of audit, we do not come found immovable properties (other than properties where the
any instance of the audit trail being tempered with. company is the lessee and the lease agreements are duly
As proviso to Rule 3(1) of the Companies (Accounts) executed in favor of the lessee), disclosed in the financial
Rules, 2014 is applicable from April 1st, 2023, statements included under Property, Plant and Equipment
reporting under Rule 11(g) of the Companies (Audit are held in the name of the company as at the balance
and Auditors) Rule 2014 on preservation of audit trail sheet date other than one leasehold land of ` 2037.77 lacs
as per the statutory requirements for record retention for which conveyance deed is pending for execution.

94
(d) The company has not revalued any of its Property, Plant not provided any guarantee or security or granted any advances
and Equipment (including right-of-use of assets) and in the nature of loan, secured or unsecured, to Companies, firm,
intangible assets during the year. limited liability partnership or any other parties.
(e) No proceedings have been initiated during the year or iv) In our opinion and according to the information and explanations
are pending against the Company as at March 31, 2024 given to us, the Company has complied with the provisions of
for holding any benami property under the Benami section 185 and 186 of the Companies Act, 2013 in respect of
Transactions (Prohibition) Act, 1988 (as amended in loans, investments, guarantees and securities granted during
2016)” and Rules made thereunder. the year.
ii) (a) According to the information and explanations given to v) The Company has not accepted any deposits or amounts which
us and on the basis of our examination of records of the are deemed to be deposits. Hence, reporting under clause 3(v)
Company, physical verification of the inventory has been of the Order is not applicable.
conducted at reasonable intervals by the management
and the coverage and procedure of such verification by the vi) We have broadly reviewed the books of accounts maintained
management is appropriate. There are no discrepancies of by the company pursuant to the rules made by the Central
10% or more in the aggregate for each class of inventory Government for the maintenance of cost records under section
and have been properly dealt with in the books of accounts 148 (i) of the Companies Act, 2013 and are of the opinion that
prima facie, the prescribed accounts and records have been
(b) The Company has been sanctioned working capital limits made and maintained, however, we have not made a detailed
in excess of ` 5 crore, in aggregate, at any points of time examination of such cost records.
during the year, from banks or financial institutions on the
basis of security of current assets and the quarterly return vii) In respect of Statutory Dues:
or statements filed by the company with such banks or
financial institutions are in agreement with the books of a) In our opinion, the Company has generally been regular
accounts of the company. in depositing undisputed statutory dues, including
Goods and services tax, provident fund, Employees State
iii) The Company has made investments in companies/ Mutual insurance, Income tax, Sales Tax, duty of Custom, duty of
funds and granted unsecured loan to its subsidiaries during the Excise, value Added Tax, Cess and other material statutory
year, in respect of which: dues applicable to it with the appropriate authorities.
a) The Company has provided unsecured loans to its There were no undisputed amounts payable in respect of
subsidiary and details of which are as under: Goods and Services Tax, provident Fund, Employees State
Insurance, Income Tax, sales Tax, Service Tax, duty of
custom, duty of Excise, Value Added Tax, Cess and other
Particulars Amount (` in lacs)
material statutory dues in arrears as at March 31, 2024
Aggregate amount granted 178.79 for a period of more than six months from the date they
during the year to subsidiary became payable.
company
b) Details of statutory dues referred to in sub-clause (a)
Balance outstanding as at - above which have not been deposited as on March 31,
balance sheet date in respect 2024 on account of disputes are given below:
of above
b) In our opinion, the investments made and the terms and Forum
Period to
conditions of the grant of loan during the year are, prima Nature where
Nature of which the Amount
facie, not prejudicial to the Company interest. of the dispute
dues amount ` In Lacs
statute is pend-
relates
ing
c) In respect of loans granted by the Company, the schedule
of repayment of principal and payment of interest has Income
Penalty CIT (Ap-
been stipulated and there are no outstanding amount as Tax Act AY 2017-18 93.80
demand peal)
at balance sheet date. 1961
Routine
d) In respect of loans granted by the Company, there is no
assess-
overdue amount remaining outstanding as at the balance Income
ment/ CIT (Ap-
sheet date. Tax Act AY 2018-19 58.70
Rectifi- peal)
1961
cation
e) No loans granted by the Company which has fallen during demand
the year has been renewed or extended or fresh loan
granted to settle the overdue of existing loan given to the
same parties. Input Joint
CGST Tax Commis-
FY 2017-18 30.72
f) The Company has not granted any loans or advances in Act Credit sioner
the nature of loans either repayable on demand or without Reversal CGST
specifying any term or period of repayment during the year,
hence reporting under Clause 3(iii)(f) is not applicable.
viii) There were no transactions relating to previously unrecorded
The Company has not made investments in firm and limited income that have been surrendered or disclosed as income
liability partnership during the year. Further the Company has during the year in the tax assessments under the Income Tax
Act, 1961 (43 0f 1961) .

2022-23
95
ix) a) The Company has not defaulted in repayment of loans or connected with its directors and hence provisions of section
other borrowings or in the payment of interest thereon to 192 of the Companies Act, 2013 are not applicable to the
any lender. Company.
b) The Company has not been declared wilful defaulter by xvi) a) In our opinion, the Company is not required to be registered
any bank or financial institution or government or any under section 45-IA of the Reserve Bank of India Act, 1934.
other authority. Hence, reporting under clause 3(xvi)(a),(b) and (c) of the
Order is not applicable.
c) The term loans were applied for the purpose for which the
loan was obtained. b) In our opinion, there is no core investment company within
the Group (as defined in the Core Investment Companies
d) On an overall examination of the financial statements (Reserve Bank) Directions, 2016) and accordingly reporting
of the Company, funds raised on short- term basis have, under clause 3(xvi)(d) of the Order is not applicable.
prima facie, not been used during the year for long- term
purposes by the Company. xvii) The Company has not incurred cash losses during the financial
year covered by our audit and the immediately preceding
e) On an overall examination of the financial statements financial year.
of the Company, the Company has not taken any funds
from any entity or person on account of or to meet the xviii) There has been no resignation of statutory auditors of the
obligations of its subsidiaries or associates. Company during the year.
f) The Company has not raised any loans during the year xix) On the basis of the financial ratios, ageing and expected dates
on the pledge of securities held in its subsidiaries or of realization of financial assets and payment of financial
associate company. liabilities, other information accompanying the financial
statements and our knowledge of the Board of Directors and
x) a) The Company has not raised money by initial public offer Management plans and based on our examination of the
or further public offer (including debt instruments) during evidence supporting the assumptions, nothing has come to
the year and hence reporting under clause 3(x)(a) of the our attention, which causes us to believe that any material
Order is not applicable. uncertainty exists as on the date of audit report indicating that
company is not capable of meeting its liabilities existing at
b) During the year, the Company has not made any the date of balance sheet as and when they fall due within a
preferential allotment or private placement of shares or period of one year from the balance sheet date. We, however,
convertible debentures (fully or partly or optionally) and state that this is not an assurance as to the future viability of
hence reporting under clause 3(x)(b) of the Order is not the Company. We further state that our reporting is based on
applicable. the facts up to the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due
xi) a) No fraud by the Company and no material fraud on the within a period of one year from the balance sheet date, will get
Company has been noticed or reported during the year. discharged by the Company as and when they fall due.
b) No report under sub section (12) of section 143 of the xx) a) There are no unspent amount towards Corporate Social
Companies Act has been filed in Form ADT-4 as prescribed Responsibility (CSR) on other than on-going projects
under Rule 13 of Companies (Audit and Auditors) Rules, requiring a transfer to a fund specified in schedule VII
2014 with the Central Government, during the year and to the Companies Act, 2013 in compliance with second
upto the date of this report. proviso to sub-section (5) of Section 135 of the said Act,
hence reporting under clause 3(xx)(a) of the order is not
c) As represented to us by the management, there are no applicable for the year.
whistle blower complaints received by the Company
during the year (and upto the date of this report). b) In respect of on-going projects, there are no unspent
amount, hence reporting under clause 3(xx)(b) of the
xii) The Company is not a Nidhi Company and hence reporting order is not applicable for the year.
under clause (xii) of the Order is not applicable.
xiii) In our opinion, the Company is in compliance with the Section

177 and 188 of the Companies Act, 2013 with respect to For M C Bhandari & Co.
applicable transactions with the related parties and the details Chartered Accountants
of related party transactions have been disclosed in the Firm’s registration number: 303002E
standalone financial statements as required by the applicable
accounting standards.
Ravindra Bhandari
xiv) a) In our opinion the Company has an adequate internal audit Partner
system commensurate with the size and the nature of its Membership number: 097466
business. UDIN: 24097466BKGQOC4982
b) We have considered, the internal audit reports for the year

under audit, issued to the Company during the year and till Place: New Delhi
date, in determining the nature, timing and extent of our Date: 17th May 2024
audit procedures.
xv) In our opinion during the year the Company has not entered
into any non-cash transactions with its Directors or persons

96
Annexure - A to the Auditors’ Report, Report on the Internal Meaning of Internal Financial Controls over Financial Reporting
Financial Controls under Clause (i) of Sub-section 3 of Section 143 A company’s internal financial control over financial reporting is a
of the Companies Act, 2013 (“the Act”) process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of Standalone
We have audited the internal financial controls over financial reporting financial statements for external purposes in accordance with
of Poly Medicure Limited (“the Company”) as of 31st March 2024 in generally accepted accounting principles. A company’s internal
conjunction with our audit of the standalone financial statements of financial control over financial reporting includes those policies and
the Company for the year ended on that date. procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
Management’s Responsibility for Internal Financial Controls dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
The Company’s management is responsible for establishing preparation of financial statements in accordance with generally
and maintaining internal financial controls based on the internal accepted accounting principles, and that receipts and expenditures of
control over financial reporting criteria established by the Company the company are being made only in accordance with authorizations
considering the essential components of internal control stated in the of management and directors of the company; and (3) provide
Guidance Note on Audit of Internal Financial Controls over Financial reasonable assurance regarding prevention or timely detection
Reporting issued by the Institute of Chartered Accountants of India of unauthorized acquisition, use, or disposition of the company’s
(‘ICAI’). These responsibilities include the design, implementation assets that could have a material effect on the Standalone financial
and maintenance of adequate internal financial controls that were statements.
operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to company’s policies, the Inherent Limitations of Internal financial Controls over financial
safeguarding of its assets, the prevention and detection of frauds Reporting
and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, Because of the inherent limitations of internal financial controls over
as required under the Companies Act, 2013. financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to
Auditors’ Responsibility error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to
Our responsibility is to express an opinion on the Company’s internal future periods are subject to the risk that the internal financial control
financial controls over financial reporting based on our audit. over financial reporting may become inadequate because of changes
We conducted our audit in accordance with the Guidance Note in conditions, or that the degree of compliance with the policies or
on Audit of Internal Financial Controls over Financial Reporting (the procedures may deteriorate.
“Guidance Note”) and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the Companies Opinion
Act, 2013, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial Controls In our opinion, the Company has, in all material respects, an adequate
and, both issued by the Institute of Chartered Accountants of India. internal financial controls system over financial reporting and such
Those Standards and the Guidance Note require that we comply internal financial controls over financial reporting were operating
with ethical requirements and plan and perform the audit to obtain effectively as at 31st March 2024, based on the internal control over
reasonable assurance about whether adequate internal financial financial reporting criteria established by the Company considering
controls over financial reporting was established and maintained and the essential components of internal control stated in the Guidance
if such controls operated effectively in all material respects. Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of For M C Bhandari & Co.
internal financial controls over financial reporting included obtaining Chartered Accountants
an understanding of internal financial controls over financial Firm’s registration number: 303002E
reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected Ravindra Bhandari
depend on the auditor’s judgment, including the assessment of the Partner
risks of material misstatement of the financial statements, whether Membership number: 097466
due to fraud or error. UDIN: 24097466BKGQOC4982
We believe that the audit evidence we have obtained is sufficient and Place: New Delhi
appropriate to provide a basis for our audit opinion on the Company’s Date: 17th May 2024
internal financial controls system over financial reporting.

2022-23
97

CIN: L40300DL1995PLC066923
Standalone Balance Sheet as at 31st March 2024 (₹ in lacs)
Particulars Note No. As at 31 March 2024 As at 31 March 2023
ASSETS
1 Non-current assets
(a) Property, plant and equipment 2 81,183.44 58,011.79
(b) Capital work-in-progress 2 6,667.16 7,252.93
(c) Right of Use Asset 2 371.10 247.38
(d) Investment Properties 3 58.37 90.89
(e) Intangible assets 2 1,527.85 1,483.71
(f) Intangible assets under development 403.59 520.71
(g) Financial Assets
(i) Investment in subsidiaries/associates 4 6,063.33 5,695.69
(ii) Other Investments 5 2,044.15 -
(ii) Other financial assets 7 1,330.97 1,133.04
(h) Other non-current assets 8 3,306.94 3,813.25
Total non-current assets 102,956.90 78,249.39
2 Current assets
(a) Inventories 9 19,300.88 18,279.59
(b) Financial assets
(i) Investments 5 13,954.10 12,402.35
(ii) Trade receivables 10 25,927.82 22,102.02
(iii) Cash and cash equivalents 11 214.31 38.28
(iv) Bank balances other than (iii) above 12 13,480.52 17,057.08
(v) Loans 6 23.00 207.88
(vi) Other financial assets 7 1,236.37 696.00
(c) Other current assets 8 5,040.84 4,743.41
Total current assets 79,177.84 75,526.61
TOTAL ASSETS 182,134.74 153,776.00
EQUITY AND LIABILITIES

EQUITY
(a) Equity share capital 13 4,798.58 4,797.23
(b) Other equity 14 141,026.25 118,615.22
Total equity 145,824.83 123,412.45

98

LIABILITIES
1 Non-current liabilities
(a) Financial liabilities
(i) Borrowings 15 108.81 1,155.77
(ii) Lease Liabilities 208.70 134.93
(iii) Other financial liabilities 16 72.82 65.66
(b) Provisions 17 420.13 309.05
(c) Government Grants 297.77 259.88
(d) Deferred tax liabilities (Net) 18 2,448.34 1,543.47
Total non-current liabilities 3,556.57 3,468.76
2 Current liabilities
(i) Borrowings 19 15,948.86 12,295.57
(iii) Trade payables 20
a) total outstanding dues of micro enterprises 1,422.61 1,387.17
and small enterprises
b) total outstanding dues of creditors other than 7,475.76 6,421.66
micro enterprises and small enterprises
(iv) Other financial liabilities 21 4,963.38 3,487.67
(b) Other current liabilities 22 2,575.51 3,040.40
(c) Provisions 17 54.21 55.20
(d) Current tax liabilities (net) 23 127.94 83.76
Total current liabilities 32,753.34 26,894.79
TOTAL EQUITY AND LIABILITIES 182,134.74 153,776.00
Material accounting policies a-y
The accompanying notes are integral part of the Standalone 1 - 50
financial statements.
As per our Auditors’ report of even date annexed For and on behalf of the Board of Directors
For M C Bhandari & Co. ( Reg No.303002E)
Chartered Accountants
Ravindra Bhandari Himanshu Baid Rishi Baid

Partner Managing Director Joint Managing Director
Membership No. 097466 DIN : 00014008 DIN : 00048585
Place : New Delhi Naresh Vijayvargiya Avinash Chandra

Date: 17th May 2024 CFO Company Secretary
M. No. : A32270

2022-23
99

CIN: L40300DL1995PLC066923
Standalone Statement of Profit and Loss for the year ended 31st March, 2024 (` in lacs)
Particulars Note No. Year ended 31 March 2024 Year ended 31 March 2023
INCOME
Revenue from operations 24 130,724.91 106,804.50
Other income 25 5,817.67 3,628.74
Total Income 136,542.58 110,433.24
EXPENSES
Cost of materials consumed 26 43,276.80 39,484.49
Purchases of Stock-in-Trade 702.09 521.31
Changes in inventories of finished goods, work-in-progress and
27 1,302.43 (1,552.13)
Stock-in-Trade
Employee benefits expense 28 22,885.45 18,834.91
Research and development expenses 29 1,892.63 1,776.04
Finance cost 30 1,074.09 830.07
Depreciation and amortization expense 31 6,205.18 5,563.68
Other expenses 32 25,714.52 21,292.16
Total Expenses 103,053.19 86,750.53
Profit before tax 33,489.39 23,682.71
Tax expenses:
(1) Current tax 7,409.30 5,870.26
(2) Deferred tax 898.41 (109.76)
(3) Tax adjustment for earlier years (net) 9.34 17.74
Total tax expenses 33 8,317.05 5,778.24
Profit after tax 25,172.34 17,904.47
Other comprehensive income
Items that will not be reclassified to profit and loss
Re-measurement gains/(losses) of defined benefit plan (112.95) 19.80
Tax impacts on above 28.43 (4.98)
Other comprehensive income for the year (net of tax) (84.52) 14.82
Total comprehensive income (Comprising profit after tax and other
25,087.82 17,919.29
comprehensive income for the year)
Earnings per equity share: (Face value 5 each) in rupees 40
Basic 26.24 18.67
Diluted 26.22 18.65
Weighted average number of equity shares used in computing
earnings per equity share
Basic 95,946,790 95,916,495
Diluted 96,020,790 96,020,945
The accompanying notes are integral part of the Standalone
1 - 50


M. No. : A32270
100

CIN: L40300DL1995PLC066923
Standalone Statement of Cash Flow for the Year ended 31 March 2024
Year ended 31 Year ended 31
Particulars
March 2024 March 2023
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax and exceptional items 33,489.39 23,682.71
Adjusted for:
Depreciation and amortisation 6,205.18 5,563.68
Interest expense 1,074.09 830.07
Dividend/ Governing Council Share (84.47) (55.35)
Interest income (1,300.17) (588.00)
Loss/(profit) on sale of fixed assets, net (62.28) (10.03)
Debts/advances written off 118.09 14.22
Provision for doubtful debts and advances 109.41 59.39
Credit balances no longer required, written back (51.32) (21.23)
Deferred employee compensation expenses (net) 211.44 192.74
Unrealised foreign exchange (gain) /loss (180.77) (85.74)
Unrealised (Gain)/Loss on Mutual Fund (2,094.88) 400.69
Ind AS & other adjustment (362.15) (283.45)
Operating profit before working capital changes 37,071.56 29,699.70
Movement in working capital

Decrease/(increase) in inventories (1,021.29) (3,255.78)
Decrease/ (increase) in sundry debtors (4,040.29) (2,955.39)
Decrease/(Increase) in financial assets (728.23) (6.24)
Decrease/(Increase) in other assets (245.73) 314.35
Increase/ (decrease) in trade payables 1,137.37 70.59
Increase/ (decrease) in other financial liabilities 1,278.63 525.63
Increase/ (decrease) in other liabilities (464.89) 1,010.71
Increase/ (decrease) in provisions (2.86) 63.21
Cash generated from operations 32,984.27 25,466.78
Direct taxes paid (net of refunds) (7,374.27) (5,784.20)
Net cash from operating activities 25,610.00 19,682.58
B CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (including capital advances) (27,138.87) (23,745.59)
(Purchase)/Sale of Investments (net) (1,501.02) 19,854.90
Proceeds from / (Investment in) Fixed Deposits (net) 3,545.22 (15,080.30)
Proceeds from sale of fixed assets 191.63 14.77
Dividend/Governing share received 54.26 53.86
Loan to Subsidiary company (178.79) (174.05)
Interest income 1,325.22 157.94
Net cash used for investing activities (23,702.35) (18,918.48)

2022-23
101
C CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from (Repayment) of borrowings / deferred payment liabilities (net) 2,340.22 2,500.85
Proceeds from Share Allotments 26.38 35.13
Repayment of Lease Liabilities and Interest thereon (177.29) (141.60)
Dividend Paid(including unclaimed dividend transferred) (2,874.00) (2,397.30)
Interest / Finance charges paid (1,046.92) (786.20)
Net cash generated/ (used for) financing activities (1,731.61) (789.12)
Net increase/(decrease) in cash and cash equivalents (A+B+C) 176.04 (25.06)

Cash and cash equivalents at the beginning of the year 38.27 63.33
Cash and cash equivalents at the end of the year 214.31 38.27
COMPONENTS OF CASH AND CASH EQUIVALENTS
Balances with Banks in current account 200.13 11.03
Cash on hand (including foreign currency notes) 14.18 27.25
Cash and cash equivalents at the end of the year 214.31 38.27
(₹ in lacs)
Year ended Year ended
RECONCILIATION STATEMENT OF CASH AND BANK BALANCES
31 March 2024 31 March 2023
Cash and cash equivalents at the end of the year as per above 214.31 38.27
Add: Balance with banks in dividend / unclaimed dividend accounts 41.25 36.92
Add: Fixed deposits with banks, having maturity period for less than twelve months 13,439.27 17,020.16
Add: Fixed deposits with banks (lien marked) 670.25 540.97
Add: Fixed deposits with banks, having maturity period for more than twelve months 39.28 132.89
Cash and bank balances as per balance sheet (refer note 7, 11 and 12) 14,404.36 17,769.21
DISCLOSURE AS REQUIRED BY IND AS 7

(₹ in lacs)
Reconciliation of liabilities arising from financing activities
Opening Non Cash Flow
31-Mar-24 Cash Flow Closing Balance
Balance Changes
Short term secured borrowing 12,295.57 3,847.71 (194.42) 15,948.86
Long term secured borrowing 1,155.77 (1,500.99) 454.03 108.81
Total liabilities from financing activities 13,451.34 2,346.72 259.61 16,057.67
Opening Non Cash Flow
31-Mar-23 Cash Flow Closing Balance
Balance Changes
Long term secured borrowing 3,056.34 (1,919.62) 19.05 1,155.77
Notes
This is the Cash Flow Statement referred to in our report of even date.
The above Standalone cash Flow statement should be read in conjunction with the accompanying notes


M. No. : A32270

102
Standalone Statement of Changes in Equity for the year ended 31st March 2024
A. Equity share capital (₹ in Lacs)

Changes in Equity Balance as
Changes in equity
Share Capital due Restated balance as at at 31 March
Balance at the 1 April 2023 share capital during
to prior period 1 April 2023 2024
the year
errors
4797.23 - 4,797.23 1.35 4,798.58
Changes in Equity Balance as

Changes in equity
Share Capital due Restated balance as at at 31 March
Balance at the 1 April 2022 share capital during
to prior period 1 April 2022 2023
the year
errors
4,795.02 - 4,795.02 2.20 4,797.23
B. Other equity (₹ in Lacs)

Other
compre-
Reserves and surplus
hensive
income
Particulars Share Re-mea- Total
Capital Based surement
Securities General Retained
Re- Payment of defined
Premium Reserve Earnings
serve Reserve benefit
Account plan
Balance as at 1 April 2022 46.98 39,127.01 152.51 23,634.83 39,863.11 77.98 102,902.42
Profit for the year - - - - 17,904.47 - 17,904.47
Securities Premium received during the year - 148.35 - - - - 148.35
Adjustment of deferred tax amount on share - (34.91) - - - - (34.91)
issue expenses adjusted out of securities
premium account
Other comprehensive income (net of taxes) - - - - - 14.82 14.82
Transfer from retained earnings to General - - - 2,500.00 (2,500.00) - -
reserve
Addition/(deduction) during the year (Net of - - 78.02 - - - 78.02
Lapses)
Final Dividend adjusted - - - - (2,397.95) - (2,397.95)
Balance as at 31 March 2023 46.98 39,240.45 230.53 26,134.83 52,869.63 92.80 118,615.22
Balance as at 1 April 2023 46.98 39,240.45 230.53 26,134.83 52,869.63 92.80 118,615.22
Profit for the year - - - - 25,172.34 - 25,172.34
Securities Premium received during the year - 126.98 - - - - 126.98
Adjustment of deferred tax amount on share - (34.92) - - - - (34.92)
issue expenses adjusted out of securities
premium account
Other comprehensive income (net of taxes) - - - - - (84.52) (84.52)
Transfer from retained earnings to General - - - 2,500.00 (2,500.00) - -
reserve
Addition/(deduction) during the year (Net of - - 109.48 - - - 109.48
Lapses)
Final Dividend adjusted - - - - (2,878.33) - (2,878.33)
Balance as at 31 March 2024 46.98 39,332.51 340.01 28,634.83 72,663.64 8.28 141,026.25
Note:
Nature and purposes of reserves forming part of other equity are fully described in Note No. 14.

2022-23
2 PROPERTY, PLANT AND EQUIPMENT
103
(₹ in lacs)
Plant & Office Patent
Freehold Lease- Furniture Total Total In- Net
Particulars Building Equip- Equip- Vehicles Software & Trade
Land hold Land & Fixtures Tangible tangible Assets
ment ment Marks
Gross Carrying Value as at
6,770.97 862.18 9,581.35 53,306.19 634.66 977.98 1,217.36 73,350.70 794.61 2,100.15 2,894.76 76,245.46
01.04.2022
Additions during the year 2,310.35 - 6,871.11 10,297.93 124.41 142.60 318.27 20,064.67 105.96 160.24 266.20 20,330.87
Deductions/Adjustments - - - 336.94 23.86 68.98 115.61 545.39 - - - 545.39
9,081.32 862.18 16,452.46 63,267.18 735.21 1,051.60 1,420.02 92,869.98 900.57 2,260.39 3,160.96 96,030.94
31.03.2023
Accumulated Depreciation as at
- 87.61 1,791.73 26,613.45 377.52 701.85 615.21 30,187.37 514.65 913.11 1,427.76 31,615.13
01.04.2022
Depreciation for the year - 9.28 333.24 4,518.27 47.86 124.30 153.25 5,186.20 73.65 175.84 249.49 5,435.68
Deductions/Adjustments 308.86 23.74 68.29 114.46 515.35 - - 515.35
- 96.89 2,124.97 30,822.86 401.64 757.86 654.00 34,858.22 588.30 1,088.95 1,677.25 36,535.47
31.03.2023
Carrying Value as on 31.03.2023 9,081.32 765.29 14,327.49 32,444.32 333.58 293.74 766.02 58,011.79 312.27 1,171.44 1,483.71 59,495.50
9,081.32 862.18 16,452.46 63,267.18 735.21 1,051.60 1,420.02 92,869.98 900.57 2,260.39 3,160.96 96,030.94
01.04.2023
Additions during the year 1,693.12 2,037.77 7,351.78 16,817.12 338.16 225.65 582.79 29,046.39 26.50 298.37 324.87 29,371.26
Deductions/Adjustments - - - 313.38 - 0.06 153.09 466.53 - - - 466.53
10,774.44 2,899.95 23,804.24 79,770.92 1,073.37 1,277.19 1,849.72 121,449.84 927.07 2,558.76 3,485.83 124,935.67
31.03.2024
- 96.89 2,124.97 30,822.86 401.64 757.86 654.00 34,858.22 588.30 1,088.95 1,677.25 36,535.47
01.04.2023
Deductions/Adjustments 222.70 0.00 0.04 145.37 368.11 - - 368.11
- 106.45 2,708.66 35,391.37 467.34 899.64 692.94 40,266.40 672.02 1,285.96 1,957.98 42,224.38
31.03.2024
Carrying Value as at 31.03.2024 10,774.44 2,793.50 21,095.58 44,379.55 606.03 377.55 1,156.78 81,183.44 255.05 1,272.80 1,527.85 82,711.29
Notes:
2.1The estimated amortisation in intangible assets for the period subsequent to 31st March 2024 is as follows:
(₹ in lacs)
Year Ending March 31 Amortisation Expense
2025 274.21
2026 255.57
2027 216.02
Thereafter 782.05

104
2.2 The title deeds of immovable properties are held in the name of the Company other than for additions in lease
hold land for ` 2,037.77 lacs for which lease deed is pending for execution as per following details:
(₹ in lacs)
Whether title
deed holder is a
promoter, direc- Reason for not
Description of
Gross carrying Title deeds held tor or relative of Property held being held in
Particulars item of immov-
value in the name of promoter/direc- since which date the name of the
able property
tor or employee company
of promoter/
director
Property, plant Lease hold Land 2,037.77 Mahindra NO 28/03/2024 Conveyance
and equipment World City deed in favour
(Jaipur) Limited of the company
(transferor is pending for
company) execution
2.3 Right of Use Asset (₹ in lacs)

Particulars As at 31 As at 31
March March
2024 2023
Balance at the beginning of the year 247.38 115.20
Addition 270.29 371.07
Deletion - 115.20
Depreciation for the year 146.57 123.69
Closing balance at the end of year 371.10 247.38
2.4 Capital work-in-progress- Ageing Schedule (₹ in lacs)

Ageing for capital work-in-progress as at March 31, 2024 is as follows:
Amount in capital work-in-progress for a period of Total
Capital work-in-progress
Less than 1 year 1-2 years 2-3 years More than 3 years
Capital work in progress 5,950.51 567.17 133.89 15.59 6,667.16
Ageing for capital work-in-progress as at March 31, 2023 is as follows: (₹ in lacs)

Amount in capital work-in-progress for a period of Total
Capital work-in-progress
Less than 1 year 1-2 years 2-3 years More than 3 years
Intangible assets under development - Ageing schedule

Ageing for intangible asset under development as at March 31, 2024 is as follows: (₹ in lacs)
Intangible assets under Amount in capital work-in-progress for a period of Total
development Less than 1 year 1-2 years 2-3 years More than 3 years
Intangible asset under 109.71 45.33 91.68 156.87 403.59
developnment
Ageing for intangible asset under development as at March 31, 2023 is as follows: (₹ in lacs)
Intangible assets under Amount in capital work-in-progress for a period of Total
development Less than 1 year 1-2 years 2-3 years More than 3 years
Intangible asset under 85.66 116.36 138.10 180.59 520.71
developnment
Notes:-
1) Intangible assets under development mainly represent expenditure incurred on Patents and trademarks pending for granting in favour of
the company.
2) There are no projects under intangible assets under development where the completion is over due or has exceeded its cost compared
to its original plan.
2.5 The Company has not revalued its Property, Plant and Equipment (including right of use assets) or intangible assets or both during the
current or previous year.
2022-23
105
Notes on Standalone Financial Statement for the Year ended 31 March 2024
(₹ in lacs)
As at 31 As at 31
3 INVESTMENT PROPERTIES
Gross balance at beginning 98.91 413.17
Additions during the year - -
Disposals / Deductions 33.07 314.26
Accumulated Depreciation (7.47) (8.02)
Net balance at the end of reporting period 58.37 90.89
Fair Value (Refer note 2 below) 79.88 97.82

Amount recognised in Statement of Profit & Loss for Investment Properties 31 March 31 March
2024 2023
Rental Income 0.20 1.80
The investment properties are leased to tenants under short term cancellation lease with rental payable on monthly basis.
Note 1: The investment properties consist of residential properties in India and have been categorized as investment properties
based on nature of its uses. There has been no change in the valuation method adopted.
Note 2: The Fair value of investment properties as at 31st March 2024 & as at 31st March 2023 are based on the valuation by a Reg-
istered valuer as defined in Rule 2 of Companies (Registered valuer and Valuation) Rules, 2017.
(₹ in lacs)
Non-current Current
4 INVESTMENT IN SUBSIDIARIES AND ASSOCIATES As at 31 As at 31 As at 31 As at 31
March 2024 March 2023 March 2024 March 2023
(valued at cost unless stated otherwise)
Unquoted equity instruments - fully paid
Investment in subsidiaries
Poly Medicure (Laiyang) Co. Ltd. China USD 1,100,000 (previous year 472.39 472.39 - -
USD 1,100,000) Membership Interest
Plan 1 Health India Pvt Ltd.(9999 Equity share of ` 10 each) 1.00 1.00 - -
"Poly Medicure B.V. Netherlands 23,13,163 Shares @ Euro 1 each 5,501.27 5,133.63 - -
(PY 18,96,667 shares)"
Investment in associates
241,500 (previous Year 195,500) shares of 100 L.E (Egyptian Pound) 88.67 88.67 - -
each in Ultra for Medical Products (U.M.I.C) S.A.E., Egypt
Total 6,063.33 5,695.69 - -

Aggregate amount of Unquoted Investment 6,063.33 5,695.69 - -
Category wise summary:
Financial assets measured at cost (net of provision) 6,063.33 5,695.69 - -

106
(₹ in lacs)
Non-current Current
5 OTHER INVESTMENT As at 31 As at 31 As at 31 As at 31
Investment measured at fair value through profit and loss
In Liquid Mutual Funds
Axis Strategic Bond (G) - - 4,594.15 4,257.10
HDFC Medium Term Debt Fund-Regular Plan-Growth - - 221.05 205.68
ICICI Prudential-Equity & Commodities Mutual Funds - - 48.81 39.78
Kotak Asset AllocRP (G) - - 2,843.70 2,164.11
Kotak Corporate Bond RP (G) - - 538.28 500.53
NIPPON INDIA Corporate Bond Fund(G) - - 2,670.23 2,475.93
Parag Parikh Flexi Cap Fund - Regular Plan - Growth - - 2,821.26 2,014.30
DSP Savings (G) - - 216.61 201.80
"Investment measured at Amortized Cost 2,044.15 - - 543.13
Motilal Oswal Wealth Limited"
Total 2,044.15 - 13,954.10 12,402.35
Aggregate amount of Unquoted Investment 2,044.15 - 13,954.10 12,402.35
Aggregate provision for diminution in the value of Investment - - - -
Financial assets measured at amortised cost (net of provision) 2,044.15 - - 543.13

Financial assets measured at fair value through profit and loss - - 13,954.10 11,859.22
5.1 Investments made by the company other than those with a maturity of less than one year, are intended to be held for long term.
5.2 In absence of the active market and non-availability of quotes on recognised stock exchange, investment in fixed maturity plan and
liquid mutual funds are disclosed as unquoted and fair value is assessed based on NAV of respective funds.
(₹ in lacs)
Non-current Current
6 LOANS As at 31 As at 31 As at 31 As at 31
Considered good- Unsecured:
Loans and advances to employees - - 23.00 29.77
Loan and advances to Related parties - - - 178.11
Total - - 23.00 207.88
Loans and advances in the nature of loans given to subsidiaries: As at 31 Percentage As at 31 Percentage
Type of borrower March 2024 to the total March 2023 to the total
loans and loans and
advances advances
Loans- Current - - 178.11 100%
1) Related parties (Poly Medicure BV, Netherlands) wholly owned subsidiary
company”

2022-23
107
(₹ in lacs)
Non-current Current
7 OTHER FINANCIAL ASSETS As at 31 As at 31 As at 31 As at 31
(Unsecured, considered good, unless stated otherwise)
Security Deposits
Considered good 603.84 435.61 89.43 128.32
Considered doubtful - - 11.42 10.12
Less: Provision for doubtful deposits - - (11.42) (10.12)
Interest accrued on bank deposits / loan and advances 17.60 23.57 431.96 463.13
Dividend / Governing council share from associates - - 112.35 97.26
Other financial assets # - - 602.63 7.29
Non-current bank balances (refer note 12) 709.53 673.86 - -
Total 1,330.97 1,133.04 1,236.37 696.00
# Includes ₹ 2.33 lacs (P.Y. ₹ 2.33 lacs) paid under protest for enhanced cost of land, contested in Hon’ble Punjab and Haryana High
Court.
As at 31 As at 31
7.1 Movement in the provision for doubtful deposits
Movement in the amount of provision (Net) 1.30 3.44
Balance at the end of the year 11.42 10.12
(₹ in lacs)
Non-current Current
8 OTHER ASSETS As at 31 As at 31 As at 31 As at 31
Capital Advances
Considered Good 3,205.19 3,700.67 - -
Considered Doubtful 18.86 18.86 - -
Less: Provision for doubtful advances (18.86) (18.86) - -
Other loans and advances
Advance for goods / services
Considered Good - - 1,090.92 867.77
Balance with revenue authorities - - 1,757.74 2,514.50
Amount deposited against Custom/ GST matter under show cause/ 33.46 31.84 - -
appeal
Advance tax/ tax deducted at source (net of provision) 20.36 20.55 - -
Prepaid Expenses 47.93 60.19 267.87 430.49
GST, Custom & Service tax refundable - - 1,727.07 819.88
Export benefits receivable - - 197.24 110.77
Total 3,306.94 3,813.25 5,040.84 4,743.41
As at 31 As at 31
8.1 Movement in provision for doubtful advances
Movement in amount of provision (Net) - (97.50)

108
(₹ in lacs)
9 INVENTORIES As at 31 March 2024 As at 31 March 2023
(Valued at lower of cost and net realizable value)
Raw Materials including packing materials 12,202.62 10,816.58
Goods-in transit 1,169.76 631.02
Work-in-progress 2,806.62 2,378.97
Finished Goods 1,864.66 3,667.96
Stock-in-trade 250.11 176.90
Stores and spares 1,007.11 608.16
Total 19,300.88 18,279.59
9.1 Inventories are hypothecated with bankers against working capital limits (Refer Note No. 19.2)
(₹ in lacs)
10 TRADE RECEIVABLES As at 31 March 2024 As at 31 March 2023
Considered good- Unsecured 25,927.82 22,102.02
Considered Doubtful 295.96 187.85
Less: Provision for Doubtful Debts (295.96) (187.85)
Total 25,927.82 22,102.02
Particulars As at 31 March 2024 As at 31 March 2023

Trade receivable includes:
Due from Plan 1 Health SRL, Italy, being step-subsidiary 369.08 250.83
Due from Ultra For Medical Products (UMIC), being associate company 697.30 647.23
Movement in the provision for doubtful debts As at 31 March 2024 As at 31 March 2023
Addition/(Deletion) 108.11 153.44
The concentration of credit risk is limited due to large and unrelated customer base.
Trade receivables are usually on trade terms based on credit worthiness of customers as per the terms of contract with customers.
Trade Receivables - Ageing Schedule (Billed)
Ageing for trade receivables - billed – current outstanding as at March 31, 2024 is as follows: (₹ in lacs)
Outstanding for following periods from due date of payment
Particulars Less More

6 months
Not Due than 6 1-2 years 2-3 years than 3 Total
- 1 year
months years
(i) Undisputed Trade receivables–considered good 19,333.38 5,086.09 500.68 273.70 353.89 652.74 26,200.48
(ii) Undisputed Trade Receivables – which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables–credit - - - - - - -
impaired
(iv) Disputed Trade Receivables–considered good - - - - - - -
(v) Disputed Trade Receivables – which have - - - 0.49 7.65 15.16 23.30
significant increase in credit risk (considered good)
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
26,223.78
Less: Allowance for doubtful trade receivables (295.96)
Trade receivables 25,927.82

2022-23
109
Particulars Less More

6 months
Not Due than 6 1-2 years 2-3 years than 3 Total
- 1 year
months years
(i) Undisputed Trade receivables – considered 15,945.59 5,105.73 222.38 326.80 436.47 237.04 22,274.01
good
(ii) Undisputed Trade Receivables – which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit - - - - - - -
impaired
(iv) Disputed Trade Receivables – considered - - - - - - -
good
(v) Disputed Trade Receivables – which have - - - - - 15.86 15.86
significant increase in credit risk (considered
good)
(vi) Disputed Trade Receivables – credit - - - - - - -
impaired
22,289.87
(₹ in lacs)
As at 31 March As at 31 March
11 CASH AND CASH EQUIVALENTS
2024 2023
Balances with Banks

In current accounts 200.13 11.03
In deposit accounts, with less than 3 months maturity period - -
Total 214.31 38.28
There are no repatriation restrictions with regard to cash & cash equivalents as at the end of reporting year and prior year. (₹ in lacs)
Non-current Current
12 OTHER BANK BALANCES As at 31 As at 31 As at 31 As at 31
Unclaimed dividend accounts - - 41.25 36.92
Held as margin money 670.25 540.97 - -
Deposits with more than 3 months but less than 12 months - - 13,439.27 17,020.16
maturity period
Deposits with more than 12 months maturity period 39.28 132.89 - -

Amount disclosed under the head “other Non Current Finan- (709.53) (673.86) - -
cial Assets” (Refer note 7)
Total - - 13,480.52 17,057.08
As at 31 March 2024 As at 31 March 2023

13 EQUITY SHARE CAPITAL
No. of Shares ` in Lacs No. of Shares ` in Lacs
Authorized share Capital
Equity Shares of ₹ 5 each 120,000,000 6,000.00 120,000,000 6,000.00
Issued, subscribed & paid up shares
Equity Shares of ₹ 5 each fully paid up 95,971,417 4,798.58 95,944,342 4,797.23
Total 95,971,417 4,798.58 95,944,342 4,797.23

110
13.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting year (₹ in lacs)
Particulars
No. of Shares ` in Lacs No. of Shares ` in Lacs
At the beginning of the year 95,944,342 4,797.23 95,900,342 4,795.02
Add: Issued during the year by way of ESOP 27,075 1.35 44,000 2.20
Outstanding at the end of year 95,971,417 4,798.58 95,944,342 4,797.23
13.2 Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 5 (P.Y. ₹ 5). Each holder of equity shares is entitled to one
vote per share. The Company declares and pays dividends in Indian rupees. The final dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
13.3 Details of shareholders’ holding more than 5% shares in the company

Particulars
No. of Shares % of Holding No. of Shares % of Holding
Equity Share of ` 5 each (Previous Year ` 5 each)
M/s Ezekiel Global Business Solutions LLP 12,361,320 12.88% 12,361,320 12.88%
Mr. Rishi Baid 9,766,356 10.18% 9,893,048 10.31%
M/s Zetta Matrix Consulting LLP 8,322,160 8.67% 8,322,160 8.67%
Mr. Himanshu Baid 7,907,624 8.24% 7,907,624 8.24%
The aforesaid disclosure is based upon percentages computed separately for each class of shares outstanding, as at the balance sheet
date. As per records of the company, including its register of shareholders / members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
13.4 Detail of Shares held by promoters at the end of the year

Disclosure of shareholding of promoters as at March 31,2024 is as follows:
As at March 31, 2024 As at March 31, 2023
% change
S. No Promoter name % of total % of total
No. Of shares No. Of shares during the year
shares shares
1 Rishi Baid 9,766,356 10.18% 9,893,048 10.31% -1.28%
2 Himanshu Baid 7,907,624 8.24% 7,907,624 8.24% 0.00%
3 Himanshu Baid HUF 3,839,200 4.00% 3,839,200 4.00% 0.00%
4 Vcb Trading LLP 3,541,144 3.69% 3,541,144 3.69% 0.00%
5 Jai Polypan Pvt. Ltd. 3,352,000 3.49% 3,352,000 3.49% 0.00%
6 Smt.Mukulika Baid 3,062,400 3.19% 3,062,400 3.19% 0.00%
7 Rishi Baid HUF 2,780,000 2.90% 2,780,000 2.90% 0.00%
8 Jugal Kishore Baid 2,279,376 2.38% 2,279,376 2.38% 0.00%
9 Vishal Baid 1,681,360 1.75% 1,681,360 1.75% 0.00%
10 Shaily Baid 1,188,000 1.24% 1,188,000 1.24% 0.00%
11 Shireen Baid 1,121,600 1.17% 1,121,600 1.17% 0.00%
12 Neha Baid 1,024,000 1.07% 1,024,000 1.07% 0.00%
13 Dhruv Baid 360,000 0.38% 360,000 0.38% 0.00%
14 Arham Baid 280,000 0.29% 280,000 0.29% 0.00%
15 Aaryaman Baid 280,000 0.29% 280,000 0.29% 0.00%
16 Madhu Kothari 151,200 0.16% 171,200 0.18% -11.68%
17 Vinay Kothari 56,000 0.06% 56,000 0.06% 0.00%
18 Bhupendra Raj Mehta 1,600 0.00% 1,600 0.00% 0.00%

2022-23
111
19 Zetta Matrix Consulting LLP 8,322,160 8.67% 8,322,160 8.67% 0.00%

20 Polycure Martech Limited 10,000 0.01% 10,000 0.01% 0.00%
Total 51,004,020 53.16% 51,150,712 53.31% -0.29%
Shares held by Promoters at the end

As at March 31,2023 As at March 31,2022
of year % change
% of total % of total during the year
S. No Promoter name No. Of shares No. Of shares
shares shares
1 Rishi Baid 9,893,048 10.31% 9,893,048 10.32% 0.00%
2 Himanshu Baid 7,907,624 8.24% 7,907,624 8.25% 0.00%
4 Vcb Trading LLP 3,541,144 3.69% 3,541,144 3.69% 0.00%
7 Rishi Baid HUF 2,780,000 2.90% 2,780,000 2.90% 0.00%
9 Vishal Baid 1,681,360 1.75% 1,681,360 1.75% 0.00%
10 Shaily Baid 1,188,000 1.24% 1,188,000 1.24% 0.00%
11 Shireen Baid 1,121,600 1.17% 1,121,600 1.17% 0.00%
12 Neha Baid 1,024,000 1.07% 1,024,000 1.07% 0.00%
13 Dhruv Baid 360,000 0.38% 360,000 0.38% 0.00%
14 Arham Baid 280,000 0.29% 280,000 0.29% 0.00%
15 Aaryaman Baid 280,000 0.29% 280,000 0.29% 0.00%
16 Madhu Kothari 171,200 0.18% 171,200 0.18% 0.00%
17 Vinay Kothari 56,000 0.06% 56,000 0.06% 0.00%
19 Zetta Matrix Consulting LLP 8,322,160 8.67% - 0.00% 100.00%
Total 51,150,712 53.31% 42,828,552 44.67% 19.43%
13.5 Dividend paid during the year ended 31st March, 2024 represents amount of Rs 2,878.33 lakhs towards final dividend for the year
ended 31st March, 2023. Dividend declared by the company are based on profit available for distribution. On 17th May 2024 The
Board Of Directors of the company have proposed final dividend of Rs 3/- per share in respect of the year ended 31st March, 2024
subject to approval at the Annual General Meeting and if approved would result in cash outflow of Rs 2,879.14 lakhs
13.6 Shares reserved for issue under Employees Stock option Plan:-
Information relating to employees stock option plan, including details of options issued, exercised and lapsed during the financial
year and options outstanding as at the end of the reporting period are set out in note no. 44

112
(₹ in lacs)
14 OTHER EQUITY As at 31 March 2024 As at 31 March 2023
Capital Reserve
Surplus on re-issue of forfeited shares 13.19 13.19
Application money received on Preferential Warrants issued to promoters forfeited 33.79 33.79
Closing Balance 46.98 46.98
Securities Premium
Balance at the beginning of the year 39,240.45 39,127.01
Addition during the year 126.98 148.35
Adjustment of deferred tax amount on share issue expenses adjusted from (34.92) (34.91)
securities premium account
Closing Balance 39,332.51 39,240.45
Share Based Payment Reserve Account
Addition/(deletion)during the year (Net of Lapses) 109.48 78.02
General Reserve
Add: Transferred from Surplus in Statement of Profit and Loss 2,500.00 2,500.00
Surplus in statement of Profit and Loss
Add: Additions during the year 25,172.34 17,904.47
Less: Dividend paid (2,878.33) (2,397.95)
Less: Transferred to General Reserve (2,500.00) (2,500.00)
Other Comprehensive Income (OCI) Re-measurement gain/(loss) of defined
benefit plan (net of tax)
Add: Addition during the year (84.52) 14.82
Grand Total 141,026.25 118,615.22
Nature and Purpose of Reserves:

a) Capital Reserve: Capital Reserve represents surplus on re-issue of forfeited shares and also forfeiture of application money on preferen-
tial warrants issued and is not available for distribution as dividend.
b) Securities Premium: Securities Premium is used to record premium on issue of shares. The reserve can be utilised only for limited pur-
pose in accordance with the provisions of Companies Act, 2013.
c) Share Based Payment Reserve Account: Share Based Payment reserve account is used to recognise grant date fair value of options
issued to employees under employee stock option plan.
d) General Reserve: The General Reserve is a free reserve which is used from time to time to transfer profits from/ to retained earning for
appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items including in General Reserve will not be reclassified subsequently to statement of profit or loss.
e) Surplus Statement of Profit and loss: This represents undistributed earnings accumulated by the Company as at Balance sheet date.

2022-23
113
(₹ in lacs)
Non-current Current
15 BORROWINGS As at 31 March As at 31 March As at 31 March As at 31 March
2024 2023 2024 2023
Secured - At Amortized Cost
(i) Term loans from banks - 1,155.77 1,095.52 2,205.09
(ii) Deferred payment liabilities 108.81 - 345.22 -
Amount disclosed under the head “Borrowings - Current - - (1,440.74) (2,205.09)
” (note 19)
Total 108.81 1,155.77 - -
Non-current Current
15.1 Term loan comprises the following: As at 31 March As at 31 March As at 31 March As at 31 March
2024 2023 2024 2023
From Bank
Foreign Currency Loan ## - 1,155.77 1,095.52 2,205.09
## Net off ` 0.72 Lacs (PY 7.21 Lacs) as finance charge.
15.2 Terms of repayment:
Weighted Annual repayment

Install- Outstanding as
Particular average Rate of schedule
ment at 31.03.2024
interest (P.A.) 2024-25 2025-26
Foreign Currency Loan ## 3.83% Quarterly 1,096.24 1,096.24 -
## includes ` 0.72 Lacs (PY 7.21 Lacs) as prepaid finance charge.
15.3 Details of Security:

a Term Loans from State Bank of India are secured by first charge on entire fixed assets of the (including Plant & Machinery, Office
Equipment Furniture & Fixtures and other Fixed Assets) of the Company (Present & future), including equitable mortgage of factory
land & buildings, located at Plot no. 104 & 105, Plot no. 115 & 116, Sector 59, HSIIDC Industrial Estate, Faridabad (Haryana), Plot
no.113, HUDA Industrial Area, Sector 59, Faridabad (Haryana) and Second Pari passu charge on Stock & Receivables of the Company.
b Foreign Currency Loan (ECB) from HSBC Bank (Mauritius) Ltd. is secured by first pari passu charge on entire fixed assets of the
Company including land, building and other fixed assets (including Plant & Machinery, Office Equipment and Furniture & Fixtures and
all other Fixed Assets) of the Company (Present & Future), situated at Plot no. 104 & 105, 115 & 116, HSIIDC, Sector-59, Faridabad,
Plot No. 113, Huda, Sector 59, Faridabad, Plot no. 17, SIDCUL, Haridwar and Plot No. PA-010-019, Light Engineering, SEZ, Jaipur and
second pari passu charge on stock and receivables of the Company.
Foreign Currency Loan (ECB) of from HSBC Bank (Mauritius) Ltd. is secured by first pari passu charge with State Bank of India on
entire fixed assets of the Company, including land, building and other fixed assets (including Plant & Machinery) of the Company
(Present & Future), situated at Plot no. 104 & 105, 115 & 116, HSIIDC Industrial Estate, Sector-59, Faridabad, Plot no. 113, HUDA
Industrial Area, Sector 59, Faridabad, Plot no. 17, SIDCUL, Haridwar, Plot no. PA-010-019, Light Engineering, SEZ, Jaipur & also first
pari-passu charge with HSBC, India on entire
fixed assets of the Company Including land, building and other fixed assets (including Plant & Machinery) of the Company Present
& Future), situated at Plot no. 34, Sector 68, IMT, Faridabad and second pari passu charge with other term lenders i.e. State Bank of
India, Citi Bank, HSBC, Mauritius and HSBC, India on stock and receivables of the Company.
c Deferred payment liabilities represents assets acquired on deferred credit terms.
15.4 a) As on the balance sheet date, there are no defaults in repayment of loans and interest thereon.
b) The borrowings obtained by the company from banks have been applied for the purpose for which loans were taken.
c) There are no charges or satisfaction of charges which are yet to be registered with the Registrar of Companies beyond statutory
period except as under:-

114
Location of Reg-
Brief description of satisfaction of charge Period Reason for delay
istrar
Charge of ` 3581.54 lacs on borrowing from HSBC Registrar of FY Pending at HSBC Bank level. The
Companies Delhi 2021-22 company is following up with HSBC Bank
& Haryana (Mauritius) for charge satisfaction.
d) The company is required to maintain debt covenants and the company has complied with all the debt covenants in both year ended 31st
March 2024 and 31st March 2023.
e) The company has not been declared as a wilful defaulter by any bank or financial institution or goverment or any goverment authority.

(₹ in lacs)
16 OTHER NON-CURRENT FINANCIAL LIABILITIES
2024 2023
Security Deposit from Agent/ Others 69.40 65.66

Deferred interest on deferred payment liability 3.42 -
Total 72.82 65.66
(₹ in lacs)
Non-current Current
17 PROVISIONS As at 31 March As at 31 March As at 31 March As at 31 March
2024 2023 2024 2023
Provision for employee benefits
Gratuity 191.33 172.39 27.47 17.24
Leave Encashment 228.80 136.66 26.74 20.97
Provision for CSR expense - - - 16.99
Total 420.13 309.05 54.21 55.20
18 DEFERRED TAX LIABILITIES

In accordance with IND AS - 12, the company has accounted for deferred taxes during the year as under:
Following are the major components of Deferred Tax Liabilities and Deferred Tax Assets:
(₹ in lacs)
As at 31 March 2024
" Balance Rec-
Particulars Rec- Adjusted Deferred
as at ognised Net De- Deferred
ognised in in Other Tax
April 1 in profit & ferred Tax Tax Assets
OCI Equity Liability
2023 " loss
Property, plant and equipment and in-
1,734.47 637.12 - - 2,371.59 2,371.59 -
tangible assets
Provision for defined benefit plan - P&L (69.79) (49.60) - - (119.39) - (119.39)
Provision for defined benefit plan - OCI 34.17 - (28.43) - 5.74 5.74 -
Provision for Bonus (34.03) 19.19 - - (14.84) - (14.84)
Provision for doubtful debts and ad-
(54.58) (27.53) - - (82.11) - (82.11)
vances
Exchange difference impact under
(48.27) 26.24 - - (22.03) - (22.03)
Sec 43A of Income Tax Act.
IND AS 116 (2.75) (2.95) - - (5.70) - (5.70)
Share issue expense adjusted against
(69.82) - - 34.91 (34.91) - (34.91)
other equity
Unrealised Gains on fair value mea-
54.06 295.93 - - 349.99 349.99 -
surement of mutual fund
Deferred Tax (Assets) / Liabilities 1,543.47 898.41 (28.43) 34.91 2,448.34 2,727.32 (278.98)

2022-23
115
(₹ in lacs)
As at 31 March 2023
" Balance Rec-
Rec- Adjusted Deferred
Particulars as at ognised Net De- Deferred
ognised in in Other Tax
April 1 in profit & ferred Tax Tax Assets
OCI Equity Liability
2022 " loss
Property, plant and equipment and in-
1,528.07 206.40 - - 1,734.47 1,734.47 -
tangible assets
Provision for defined benefit plan - P&L (75.72) 5.93 - - (69.79) - (69.79)
Provision for defined benefit plan - OCI 29.19 - 4.98 - 34.17 34.17 -
Provision for Bonus (1.35) (32.68) - - (34.03) - (34.03)
Provision for doubtful debts and ad-
(39.63) (14.95) - - (54.58) - (54.58)
vances
(45.64) (2.63) - - (48.27) - (48.27)
IND AS 116 (6.93) 4.18 - - (2.75) - (2.75)
(104.73) - - 34.91 (69.82) - (69.82)
other equity
330.08 (276.01) - - 54.06 54.06 -
Deferred Tax (Assets) / Liabilities 1,613.34 (109.76) 4.98 34.91 1,543.47 1,822.70 (279.23)
18.1 Movement on the deferred tax account is as follows:

(₹ in lacs)
Particulars
2024 2023
(Credit)/ Charge to the statement of profit and loss 898.41 (109.76)
(Credit)/ Charge to other comprehensive income (28.43) 4.98
Adjusted in Other Equity 34.91 34.91
Balance at the end of the year 2,448.34 1,543.47
(₹ in Lacs)
19 BORROWINGS - CURRENT
2024 2023
Secured - from banks
Cash / Export Credit Loan 14,508.12 10,090.48
Current maturities of long-term borrowings (Refer note no. 15) 1,440.74 2,205.09
Total 15,948.86 12,295.57
Working Capital limits from State Bank of India, Citi Bank N.A., The Hongkong & Shanghai Banking Corporation Limited and HDFC
Bank Limited are secured by way of first pari-passu charge on entire current assets of the Company (present & future), including
19.1
stocks of raw materials, stock in process, finished goods, stores & spares lying at factories , godowns or elsewhere (including goods in
transit) and book debts / receivables and further secured by second pari-passu charge on entire residual fixed assets of the company.
The company has borrowings from banks on the basis of security of current assets. The company has complied with the requirement
19.2 of filing of monthly/quarterly returns/ statements of current assets with the bank and these returns are in agreement with the books
of accounts for the year ended 31st March 2024 and 31st March 2023.
(₹ in Lacs)
20 TRADE PAYABLES
2024 2023
Total outstanding dues of micro enterprises and small enterprises 1,422.61 1,387.17
Total outstanding dues of trade payables and acceptances other than above* 7,475.76 6,421.66
Total 8,898.37 7,808.83

116
* Includes due to Plan 1 Health SRL step subsidiaries ` 34.71 lacs (PY Nil).
The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) has
been determined to the extent such parties have been identified by the company, on the basis of information and records available
with them. This information has been relied upon by the auditors.
(₹ in Lacs)
a the principal amount and the interest due thereon (to be shown separately) remaining
unpaid to any supplier at the end of each accounting year;
- Principal Amount 1,422.61 1,387.17
- Interest due
b the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006, along with the amount of the payment made - -
to the supplier beyond the appointed day during each accounting year;
c the amount of interest due and payable for the period of delay in making payment (which
have been paid but beyond the appointed day during the year) but without adding the interest - -
specified under the Micro, Small and Medium Enterprises Development Act, 2006
d the amount of interest accrued and remaining unpaid at the end of each accounting year;
- -
and
e the amount of further interest remaining due and payable even in the succeeding years, until
such date when the interest dues above are actually paid to the small enterprise, for the
- -
purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small
and Medium Enterprises Development Act, 2006.
Ageing Schedule
Ageing for trade payables outstanding as at March 31, 2024 is as follows: (₹ in Lacs)
Particulars Less than 1 More than 3
Not Due 1-2 years 2-3 years Total
year years
(i) MSME 1,422.61 - - - - 1,422.61
(ii) Others 5,500.32 1,309.87 39.72 29.13 26.93 6,905.97
(iii) Disputed dues – MSME - - - - - -
(iv)Disputed dues - Others - - - - - -
Total 6,922.93 1,309.87 39.72 29.13 26.93 8,328.58
Accrued Expenses 569.79
8,898.37
Ageing Schedule
year years
(i) MSME 1,387.17 - - - - 1,387.17
(ii) Others 3,574.06 2,454.29 71.92 13.50 9.69 6,123.46
(iv) Disputed dues - Others - - - - - -
Total 4,961.23 2,454.29 71.92 13.50 9.69 7,510.63
7,808.83
Notes:- 1) The amount of trade payables are unsecured and non interest bearing and are usually on varying trade term.
2) The amounts falling in the category of more than one year are related to pending obligations on the part of suppliers/vendors as
per agreed terms and conditions mentioned in respective purchase order/contract.

2022-23
117
(₹ in Lacs)
21 OTHER CURRENT FINANCIAL LIABILITIES As at 31 March 2024 As at 31 March 2023
Interest accrued but not due on borrowings 11.88 24.02
Interest accrued and due on borrowings / Security deposits - 3.15
Unclaimed dividends 41.25 36.92
Other payables
Employees related liabilities 3,038.83 2,346.50
Liability on account of outstanding forward contracts 6.22 21.95
Payables for capital goods 1,625.74 953.81
Other financial liabilities 239.46 101.29
Total 4,963.38 3,487.67
The company have transferred ` 4.21 lacs (31st March 2023 ` 3.87 lacs) out of unclaimed dividend to Investor Education and
Protection Fund of Central Goverement in accordance with the provisions of section 124 of Companies Act. 2013. There are no
outstanding dues to be paid to Investor Education and Protection Fund.
(₹ in Lacs)
22 OTHER CURRENT LIABILITIES As at 31 March 2024 As at 31 March 2023
Advance from customers 950.23 1,955.59

Other payables
Statutory dues 1,625.28 1,084.80
Total 2,575.51 3,040.39
(₹ in Lacs)
23 CURRENT TAX LIABILITIES (NET) As at 31 March 2024 As at 31 March 2023
Provision for Tax (Net of prepaid taxes of ` 7,281.36 lacs) 127.94 83.76
Total 127.94 83.76
(₹ in Lacs)
24 REVENUE FROM OPERATIONS
31 March 2024 31 March 2023
Sale of products
Manufactured goods 128,800.05 105,313.89
Traded Goods 914.60 833.39
Other operating revenues
Export and other Incentives 786.46 496.31
Sale of scrap 223.80 160.91
Total 130,724.91 106,804.50
The Disclosures as required by Ind-AS 115 are as under :

Particulars
The Company disaggregates revenue based on nature of products/geography as under :
31 March 2024 31 March 2023
Revenue based on Geography
Sales
Domestic 40,771.59 34,400.52
Export 88,943.06 71,746.76
Other operating revenue
Domestic-Export and other incentives and Scrap 1,010.26 657.22
Total 130,724.91 106,804.50

118
Revenue based on Nature of Products Year ended Year ended

31 March 2024 31 March 2023
Medical Devices 129,714.65 106,147.28
Export incentives 786.46 496.31
Scrap & Others 223.80 160.91
Total 130,724.91 106,804.50

Reconciliation of Revenue
31 March 2024 31 March 2023
Gross value of contract price 130,241.11 106,601.59
Less : Variable components i.e., Rebate & discount 526.46 454.31
Other operating revenue 1,010.26 657.22
Revenue from operations as recognized in financial statement 130,724.91 106,804.50
Year ended As at 31 March

Reconciliation of Advance received from Customers 31 March 2024 2023
Balance at the beginning of the period 1,955.59 1,167.95
Less: Revenue recognized out of balance of advance received from customer at beginning
1,833.05 1,069.19
of year
Add : Advance received during the year from customers for which performance obligation
827.69 1,856.83
is not satisfied and shall be recognized as revenue in next year
Balance as at the end of the year 950.23 1,955.59
The Company have orders in hand as at 31st March 2024 for ` 20,628.12 lacs, for which performance obligation amounting to ` 20,628.12
lacs will be recognized as revenue during the next reporting year.
(₹ in Lacs)
25 OTHER INCOME
31 March 2024 31 March 2023
Lease Rental 32.40 32.40
Interest Income/ Dividend Income
Interest Income on Fixed and other Deposits 1,154.86 588.00
Interest income on Bond/Debenture 261.37 -
Interest Income from Financial Assets Measured at Amortised Cost 34.29 10.96
Dividend/ Governing Council Share 84.47 55.35
Other non-operating income
Rental Income from Investment Property 0.20 1.80
Government Grants and Subsidies 324.12 325.19
Income from Mutual Funds - 935.50
Miscellaneous Income 130.43 252.43
Other Gain
Provisions / Liabilities no longer required written back (net) 51.32 21.23
Gain on fixed assets sold/discarded 62.28 10.03
Gain on Foreign Exchange Fluctuation (net) 1,587.05 1,395.85
Unrealised gain on valuation of mutual funds measured at fair value through profit or loss 2,094.88 -
Total 5,817.67 3,628.74

2022-23
119
(₹ in Lacs)
26 COST OF RAW MATERIALS INCLUDING PACKING MATERIALS CONSUMED
31 March 2024 31 March 2023
Raw Material Consumed
Inventory at the beginning of the year 9,529.32 8,180.11
Add: Purchases during the year 35,605.41 32,418.28
Less: Inventory at the end of the period 10,787.71 9,529.32
Cost of raw material consumed (A) 34,347.02 31,069.07
Packing Material Consumed

Inventory at the beginning of the year 1,287.26 853.46
Cost of packing material consumed (B) 8,929.78 8,415.42
Total (A+B) 43,276.80 39,484.49
The above consumption figures are disclosed on the basis of derived figures and are after adjusting excesses and shortages ascertained
on physical count, unserviceable items, etc.
(₹ in Lacs)
CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROG- Year ended Year ended (Increase)/
27
RESS AND STOCK-IN-TRADE 31 March 2024 31 March 2023 Decrease
Inventories at the end of period
Finished Goods and Stock in Trade 2,114.77 3,844.87 1,730.08
Work in progress 2,806.62 2,378.97 (427.65)
Total 4,921.39 6,223.84 1,302.43
Year ended Year ended (Increase)/

31 March 2023 31 March 2022 Decrease
Inventories at the beginning of year

Finished Goods and Stock in Trade 3,844.87 2,950.95 (893.92)
Work in progress 2,378.97 1,720.76 (658.21)
Total 6,223.84 4,671.71 (1,552.13)
(₹ in Lacs)
28 EMPLOYEE BENEFITS EXPENSES
31 March 2024 31 March 2023
Salaries, wages and bonus 21,162.80 17,457.04

Contributions to Provident Fund and others 1,239.16 1,033.09
Share based payment to employees 211.44 192.74
Staff Welfare Expenses 272.05 152.04
Total 22,885.45 18,834.91

120
(₹ in Lacs)
29 RESEARCH AND DEVELOPMENT EXPENSES
31 March 2024 31 March 2023
Revenue Expenditure charged to statement of profit and loss
Cost of components and Material Consumed (Net) 1,232.85 1,102.85
Employee benefits expenses 559.76 517.79
Power and Fuel 38.43 38.78
Travelling & Conveyance 19.58 23.32
Other Misc Expenses 22.29 48.02
Legal & Professional Charges 19.72 45.28
Total amount spent on Research and Development 1,892.63 1,776.04
(₹ in Lacs)
30 FINANCE COST
31 March 2024 31 March 2023
Interest expense
Interest on loans 920.11 505.17
Interest on Income Tax 14.47 5.34
Exchange difference to the extent considered as an adjustment to interest costs 36.68 261.19
Interest on Lease Liabilities 42.48 28.82
Others
Other amortised borrowing costs 60.35 29.55
Total 1,074.09 830.07
(₹ in Lacs)
31 DEPRECIATION AND AMORTISATION EXPENSES Year ended Year ended
31 March 2024 31 March 2023
Depreciation of tangible assets 5,776.29 5,186.19
Amortisation of intangible assets 280.73 249.49
Depreciation of investment properties 1.59 4.31
Amortisation of Right to Use 146.57 123.69
Total 6,205.18 5,563.68
(₹ in Lacs)
32 OTHER EXPENSES Year ended Year ended
31 March 2024 31 March 2023
Consumption of stores and spare parts 2,712.82 2,147.70
Power and Fuel 4,308.79 3,732.78
Job Work Charges 9,100.56 7,717.28
Other Manufacturing Expenses 202.80 223.25
Repairs to Building 130.97 88.91
Repairs to Machinery 153.44 160.97
Repairs to Others 80.51 33.47
Insurance (Net) 292.42 226.59
Short term lease 84.40 68.04
Rates, Taxes & Fee 140.69 77.57
Travelling & Conveyance 2,235.92 1,646.41
Legal & Professional Fees 1,431.19 1,387.81
Auditors' Remuneration 17.79 17.77
Commission and Sitting Fees to Non-Executive Directors 145.75 140.50

2022-23
121
Donations 224.99 187.32

Bank Charges 210.87 189.32
Advertisement 13.16 11.34
Commission on sales 615.74 644.91
Freight & Forwarding (Net) 1,128.73 641.57
Business Promotion 324.74 266.92
Exhibition Expenses 339.18 306.37
Rebate, Discounts & Claims 88.82 47.52
Provision for Doubtful debts / Advances (net) 109.41 59.39
Bad debts / Misc. Balances written off (net) 118.09 14.22
CSR Expenditure 573.91 315.34
Communication expense 84.26 76.68
Unrealised loss on valuation of mutual funds measured at fair value - 400.69
through profit or loss
Listing fees 8.62 12.37
Premium on purchase of Bond/Debenture 116.06 -
Other Miscellaneous Expenses 719.89 449.15
Total 25,714.52 21,292.16
(₹ in Lacs)
Payment to Auditors
31 March 2024 31 March 2023
Audit Fee 13.00 13.00
Limited Review of Results 3.00 3.00
In other capacity
(a) For certification work 0.39 0.52
(b) For Others 0.32 0.49
Reimbursement of expenses 1.08 0.76
Total 17.79 17.77
(₹ in Lacs)
33 TAX EXPENSES
31 March 2024 31 March 2023
Tax expenses comprises of:
Current tax 7,409.30 5,870.26
Earlier year tax adjustment (net) 9.34 17.74
Deferred tax 898.41 (109.76)
Total 8,317.05 5,778.24

122
(₹ in Lacs)
Reconciliation of tax expenses and accounting profit multiplied by Indian tax rate
31 March 2024 31 March 2023

Applicable tax rate 25.17% 25.17%
Tax at the Indian tax rate of 25.17% (Previous year 25.17%) 8,429.28 5,960.94
Adjustment of expenses disallowed under income tax (350.48) (6.02)
Adjustment of expenses allowable under income tax (63.91) (103.94)
Other allowable deduction (including Ind AS adjustments) (605.59) 17.54
Current Tax (Normal Rate) 7,409.30 5,868.51
Additional Current Tax due to Special Rate - 1.74
Current Tax (A) 7,409.30 5,870.26
Incremental Deferred tax Liability on timing Differences (Net) 898.41 (109.76)
Deferred Tax (B) 898.41 (109.76)

Tax expenses for earlier year (net) (C) 9.34 17.74
Tax expenses recognised in the statement of profit and loss (A+B+C) 8,317.05 5,778.24
Effective tax rate 24.83% 24.40%

2022-23
123
POLY MEDICURE LIMITED All other liabilities are classified as non-current.
Notes to Standalone Financial Statements for the year ended 31 Based on the nature of products and the time between the
March, 2024 acquisition of assets for processing and their realization in cash
and cash equivalents, the company has ascertained its operating
CORPORATE AND GENERAL INFORMATION cycle being a period within twelve months for the purpose of
current and non-current classification of assets and liabilities.
Poly Medicure Limited (‘’the Company’’) is domiciled and incorporated
in India and its equity shares are listed at Bombay Stock Exchange MATERIAL ACCOUNTING POLICIES
(BSE) and National Stock Exchange (NSE). The registered office of
the company is situated at 232B, 3rd Floor, Okhla Industrial Estate, a Basis of Measurement
Phase III, New Delhi, India. The Financial Statements of the company are consistently
prepared and presented under historical cost convention on
The Company is a manufacturer/producer of Medical Devices. an accrued basis in accordance with IND AS except for certain
Financial Assets and Financial Liabilities that are measured at
The standalone financial statements of the company for the year fair value.
ended 31st March 2024 were approved and authorized for issue by
the Board of directors in their meeting held on 17th May 2024 The financial statements are presented in Indian Rupees (ÌNR’),
which is the Company’s functional and presentation currency and
STATEMENT OF COMPLIANCE all amounts are rounded to the nearest Lacs (except otherwise
indicated).
The financial statements are a general purpose financial statement
which have been prepared in accordance with the Companies b Property, plant and equipment
Act 2013, Indian Accounting Standards and complies with other (i) Property, plant and equipment situated in India are carried at
requirements of the law. historical cost of acquisition, construction or manufacturing
cost, as the case may be less accumulated depreciation and
BASIS OF PREPARATION amortization. Freehold land is carried at cost of acquisition.
Cost represents all expenses directly attributable to bringing
These financial statements have been prepared complying in all the asset to its working condition capable of operating in the
material respects as amended from time to time with the accounting manner intended.
standards notified under Section 133 of the Companies Act 2013,
read with the Companies (Indian Accounting Standards) Rules as (ii) Depreciation
amended. The financial statements comply with IND AS notified by Depreciation on Property, plant and equipment is provided on
Ministry of Corporate Affairs (“MCA”). Straight Line Method over their useful lives and in the manner
specified in Schedule II of the Companies Act, 2013 except
The preparation of the financial statements requires management in respect of certain categories of assets where the useful
to make estimates and assumptions. Actual results could vary from life of the assets has been assessed based on a technical
these estimates. The estimates and underlying assumptions are evaluation. The estimated useful life and residual values are
reviewed on an ongoing basis. Revisions to accounting estimates reviewed at the end of each reporting period with the effect of
are recognized in the period in which the estimate is revised, if the any change in estimate accounted for on a prospective basis.
revision effects only that period or in the period of the revision and
future periods if the revision affects both current and future years. The estimated useful lives are as mentioned below: -
Classification of Assets and Liabilities into Current and Non- Current

Type of Assets Useful life as per Useful life
Schedule II of the taken
The Company presents its assets and liabilities in the Balance Sheet
Companies Act
based on current/ non-current classification.
2013
An asset is treated as current when it is: Lease hold Land lease period lease period
a) expected to be realized or intended to be sold or consumed in Building 30 30
normal operating cycle;
b) held primarily for the purpose of trading; Plant and Equipment 15 15-25
c) expected to be realized within twelve months after the reporting Furniture and Fixture 10 10
period; or
Office Equipment 5 5
d) cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least twelve months after the Computer Equipment 3 3
reporting period. Vehicle 8 8
All other assets are classified as non-current.
The company believes that the technically evaluated useful
A liability is treated as current when : lives of Automated Plant and Equipment different from
Schedule-II of companies Act 2013 best represents the
a) it is expected to be settled in normal operating cycle; Period over which assets are expected to be used.
b) it is held primarily for the purpose of trading;
c) it is due to be settled within twelve months after the reporting (iii) Component Accounting
period; or When significant parts of property, plant and equipment are
d) there is no unconditional right to defer the settlement of the required to be replaced at intervals, the Company derecognizes
liability for at least twelve months after the reporting period

124
the replaced part, and recognizes the new part with its own If not, the change in useful life from indefinite to finite life is
associated useful life and it is depreciated accordingly. made on prospective basis.
Likewise, when a major inspection is performed, its cost is
recognized in the carrying amount of the plant and equipment d Investment properties:
as a replacement, if the recognition criteria are satisfied. All Investment properties are properties held either to earn rental
other repair and maintenance costs are recognized in the income or capital appreciation or for both but not for sale in the
Statement of Profit and Loss as incurred. The present value ordinary course of business, use in production or supply of goods
of the expected cost for the decommissioning of the asset or services or for other administrative purposes. Investment
after its use is included in the cost of the respective asset if properties are initially measured at cost including transaction
the recognition criteria for a provision are met. cost. Subsequent to initial recognition, investment properties
are stated at cost less accumulated depreciation or impairment
(iv) Stores and Spares which meets the definition of Property, loss. Depreciation on investment properties are provided over
plant and equipment and satisfying recognition criteria of Ind the estimated useful life and is not different than useful life as
AS - 16 are capitalized as Property, plant and equipment and mentioned in schedule II of the Companies Act 2013.
until that in capital work in progress.
Investment properties are derecognized either when they have
(v) Lease Hold Assets are amortized over the period of lease. been disposed off or when they are permanently withdrawn
from use and no future economic benefit is expected from their
(vi) Expenditure during construction/erection period is included disposal. The difference between the net disposal proceeds and
under Capital Work-in-Progress and is allocated to the the carrying amount of the assets is recognized in profit or loss
respective property plant and equipment on completion of in the period of derecognized.
construction/ erection.
Though the company measures investment properties using
(vii)Property, plant and equipment are eliminated from financial cost based measurement, the fair value of investment properties
statement, either on disposal or when retired from active use. is disclosed in the notes. Fair value of investment properties is
Losses arising in the case of retirement of Property, plant based on the valuation by a registered valuer as defined in Rule 2
and equipment and gains or losses arising from disposal of of Companies (registered valuer and Valuation) Rules, 2017.
property, plant and equipment are recognized in Statement of
Profit and Loss in the year of occurrence. e Research and development cost:
Research Cost:
(viii) The assets residual values, useful lives and methods of Revenue expenditure on research is expensed under the
depreciation are reviewed at each financial year end and respective heads of account in the period in which it is incurred
adjusted prospectively, if appropriate. and is grouped as “Research and development expenses”.
(ix) Capital work in progress includes cost of Property, Plant and Development Cost:
Equipment which are not ready for their intended use. Development expenditure on new product is capitalized as
intangible asset, if technical and commercial feasibility as per Ind
c Intangible assets: AS 38 is demonstrated, else charged to statement of profit and
(i) Intangible assets are recognized when it is probable that the loss.
future economic benefits that are attributable to the assets
will flow to the Company and the cost of the asset can be f Inventories:
measured reliably. Intangible Assets are stated at cost which Raw materials, Packing materials, Stores and Spares are valued
includes any directly attributable expenditure on making at lower of cost (on weighted moving average cost basis) and net
the asset ready for its intended use. Intangible assets with realizable value.
finite useful lives are capitalized at cost and amortized on
a straight-line basis. In respect of patents and trademarks, Stock in process is valued at lower of cost (on weighted moving
useful life has been estimated by the management as 10 average cost basis) and net realizable value.
years unless otherwise stated in the relevant documents and
in respect of SAP softwares as 10 year and other software as Finished goods are valued at lower of cost and net realizable
3 years. value. Cost for this purpose includes direct material, direct labor,
other variable cost and manufacturing overhead based on normal
(ii) Software: Internally generated intangibles, excluding operating capacity and depreciation.
capitalized development costs, are not capitalized and the
related expenditure is reflected in profit and loss in the period Stock in Trade is valued at lower of cost and net realizable value
in which the expenditure is incurred.
Scrap is valued at estimated realizable value.
The amortization period and the amortization method for an
intangible asset with a finite useful life are reviewed at least g Financial instruments:
at the end of each reporting period. Changes in the expected A financial instrument is any contract that at the same time gives
useful life or the expected pattern of consumption of future rise to a financial asset of one entity and a financial liability or
economic benefits embodied in the asset are considered to equity instrument of another entity. Financial instruments are
modify the amortization period or method, as appropriate, and recognized as soon as the company becomes a contracting
are treated as changes in accounting estimates. Intangible party to the financial instrument. In cases where trade date and
assets with indefinite useful lives (like goodwill, brands), if settlement date do not coincide, for non-derivative financial
any, are not amortized, but are tested for impairment annually, instruments the settlement date is used for initial recognition
either individually or at the cash-generating unit level. The or derecognition, while for derivatives the trade date is used.
assessment of indefinite useful life is reviewed annually to Financial instruments stated as financial assets or financial
determine whether indefinite life continues to be supportable.

2022-23
125
liabilities are generally not offset; they are only offset when a recognition as at fair value through statement of profit and
legal right to set-off exists at that time and settlement on a net loss. Financial liabilities are classified as held for trading if
basis is intended. they are incurred for the purpose of repurchasing in the near
term.
h Financial assets:
Financial assets include Investments, trade receivables, cash (iv) Loans and borrowings:
and cash equivalents, derivative financial assets, loans and also Interest bearing loans and borrowings are subsequently
the equity / debt instruments held. Initially all financial assets measured at amortized cost using effective interest rate (EIR)
are recognized at amortized cost or fair value through Other method. Gains and losses are recognized in Statement of
Comprehensive Income or fair value through Statement of Profit or Profit and Loss when the liabilities are derecognized as well
Loss, depending on its business model for those financial assets as through EIR amortization process. The EIR amortization is
and their contractual cash flow characteristics. Subsequently, included as finance cost in the Statement of Profit and Loss.
based on initial recognition/ classification, where assets are
measured at fair value, gain and losses are either recognized (v) De-recognition of financial liabilities:
entirely in the statement of profit and loss (i.e. fair value through A financial liability is derecognized when the obligation under
profit or loss), or recognized in other comprehensive income (i.e. the liability is discharged or cancelled or expires. When an
fair value through other comprehensive income). existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms
(i) Investment in equity shares: of an existing liability are substantially modified, such an
Investment in equity securities are initially measured at fair exchange or modification is treated as the de-recognition of
value. Any subsequent fair value gain or loss for investments the original liability and the recognition of a new liability. The
held for investment is recognized through Statement of profit difference in the respective carrying amounts is recognized in
and loss. the Statement of Profit and Loss.
(ii) Investment in associates, joint venture and subsidiaries: (vi) Derivative financial instruments:
The Company’s investment in subsidiaries and associates, The Company uses derivative financial instruments such
joint venture are at carried at cost except where impairment as forward currency contracts and options to hedge its
loss recognized. foreign currency risks. Such derivative financial instruments
are initially recognized at fair value on the date on which a
(iii) Trade receivables: derivative contract is entered into and are subsequently re-
Trade receivables are recognized initially at fair value and measured at fair value. The gain or loss in the fair values is
subsequently measured at amortized cost less credit loss/ taken to Statement of Profit and Loss at the end of every
impairment allowances/ provision for doubtful debts. period. Profit or loss on cancellations/renewals of forward
contracts and options are recognized as income or expense
(iv) Loans & other financial assets: during the period.
Loans and other financial assets are financial assets with
fixed or determinable payments that are not quoted in k Impairment of non-financial assets:
an active market. Such assets are recognized initially at At each reporting date, the company assesses whether there
fair value plus any directly attributable transaction costs. is any indication that a non-financial asset may be impaired. If
Subsequent to initial recognition, loans and other financial any such indication exists, the recoverable amount of the non-
assets are measured at amortized cost using the effective financial asset is estimated in order to determine the extent of
interest method, less any impairment losses. the impairment loss, if any. Recoverable amount is determined:
i Impairment of Financial assets: • In the case of an individual asset, at the higher of the Fair
In accordance with Ind AS 109, the company uses expected credit Value less cost to sell and the value in use,
loss (ECL) model for evaluating, measurement and recognition of
impairment loss. • In the case of cash generating unit (a group of assets that
generates identified, independent cash flows) at the higher
j Financial liabilities: of cash generating unit’s fair value less cost of disposal and
(i) Classification: the value in use.
The Company classifies all financial liabilities as subsequently
measured at amortized cost, except for financial liabilities at Where it is not possible to estimate the recoverable amount of
fair value through profit and loss. Such liabilities, including an individual non-financial asset, the company estimates the
derivatives that are liabilities, shall be subsequently measured recoverable amount of the smallest cash generating unit to which
at fair value. the non-financial asset belongs. The recoverable amount is the
higher of an asset’s or cash generating unit’s fair value less costs
(ii) Initial recognition and measurement: of disposal and its value in use. If the recoverable amount of a
All financial liabilities are recognized initially at fair value, in non-financial asset or cash generating unit is estimated to be less
the case of loans, borrowings and payables, net of directly than its carrying amount, the carrying amount of the non-financial
attributable transaction costs. Financial liabilities include asset or cash generating unit is reduced to its recoverable amount.
trade and other payables, loans and borrowings including Impairment losses are recognized immediately in the statement
bank overdrafts and derivative financial instruments. of Profit and Loss. Where an impairment loss subsequently
reverses, the carrying amount of the non-financial asset or
(iii) Subsequent measurement: cash generating unit is increased to the revised estimate of its
All financial liabilities are re-measured at fair value through recoverable amount. However, this increased amount cannot
statement of profit and loss include financial liabilities held exceed the carrying amount that would have been determined
for trading and financial liabilities designated upon initial had no impairment loss been recognized for that non-financial
asset or cash generating unit in prior periods. A reversal of an

126
impairment loss is recognized immediately in the statement of • In respect of Property, Plant and Equipment purchased
Profit and Loss. under Export Promotion Capital Goods (EPCG) scheme of
Government of India, exemption of custom duty under the
l Foreign exchange transactions: scheme is treated as, Government Grant and is recognized
(i) Functional and presentation Currency: in Statement of Profit and Loss on fulfilment of associated
The functional and reporting currency of company is INR. export obligations.
(ii) Transaction and Balances:
Foreign exchange transactions are accounted for at the o Employees Benefits:
exchange rate prevailing on the date of transaction. All i) Short term employee Benefit:
monetary foreign currency assets and liabilities are converted All employees’ benefits payable wholly within twelve months
at the exchange rate prevailing at reporting date. All exchange rendering services are classified as short term employee
gain or loss arising on translation of monetary items are dealt benefits. Benefits such as salaries, wages, short-term
with in statement of profit and loss. compensated absences, performance incentives etc., and
the expected cost of bonus, ex-gratia are recognized during
m Revenue recognition: the period in which the employee renders related service.
The company derives revenue from sale of manufactured goods
and traded goods. In accordance with Ind AS 115, the company ii) Defined Contribution Plan:
recognizes revenue from sale of products and services at a time Contributions to the Employees’ Provident Fund and
when performance obligation is satisfied and upon transfer Employee’s State Insurance are recognized as Defined
of control of promised products or services to customer in an Contribution Plan and charged as expenses in the year in
amount that reflects the consideration the company expects to which the employees render the services.
receive in exchange for their products or services. The company
disaggregates the revenue based on nature of products/ iii) Defined Benefit Plan:
Geography. The Leave Encashment (Unfunded) and Gratuity (Funded) are
defined benefit plans. The cost of providing benefits under
• Export incentive: the defined benefit plan is determined using the projected
Export incentives are accounted for on export of goods, if the unit credit method with actuarial valuations being carried out
entitlements can be estimated with reasonable accuracy and at each balance sheet date, which recognizes each period of
conditions precedent to claim are reasonably expected to be service as giving rise to additional unit of employee benefit
fulfilled. entitlement and measure each unit separately to build up the
final obligation. Re-measurements, comprising of actuarial
• Dividend income: gains and losses, the effect of the asset ceiling, excluding
Dividend income is accounted for when the right to receive the amounts included in net interest on the net defined benefit
same is established, which is generally when shareholders liability and the return on the plan assets (excluding amounts
approve the dividend. included in net interest on the net defined benefit liability),
are recognized immediately in the balance sheet with a
• Interest income: corresponding debit or credit to retained earnings through
For all Financial instruments measured at amortized cost, other comprehensive income in the period in which they
interest income is recorded using effective interest rate (EIR), occur. Re-measurements are not classified to the statement
which is the rate that exactly discounts the estimated future of profit and loss in subsequent periods. Past Service cost is
cash payments or receipts through the expected life of the recognized in the statement of profit and loss in the period of
financial instrument or a shorter period, where appropriate, plan amendment. Net Interest is calculated by applying the
to the net carrying amount of the financial asset. Interest discount rate to the net defined benefit liability or asset.
income is included in other income in statement of profit and
loss. The Company recognizes the following changes in the net
defined benefit obligations under employee benefit expenses
• Rental income: in the statement of profit and loss.
Rental income on investment properties and on operating
lease are accounted for on accrual basis. • Service costs comprising current service costs, gains and
losses on curtailments and non-routine Settlements.
n Government Grant
• Grants from the government are recognized at their fair value • Net interest income or expense.
where there is a reasonable assurance that the grant will be
received and the Company has complied with all attached iv) Long term Employees Benefits:
conditions. Compensated absences which are not expected to occur
within twelve months after the end of the period in which the
• Government grants relating to income are deferred and employee renders the related services are recognized as a
recognized in the profit or loss over the period necessary liability at the present value of the defined benefit obligation
to match them with the costs that they are intended to at the balance sheet date.
compensate and presented within other income.
v) Termination benefits:
• Government grants relating to the purchase of property, Termination benefits are recognized as an expense in the
plant and equipment are included in non-current liabilities period in which they are incurred.
as deferred income and are credited to profit or loss on a
straight-line basis over the expected lives of the related The Company shall recognize a liability and expense for
assets and presented within other income. termination benefits at the earlier of the following dates:

2022-23
127
(a) when the entity can no longer withdraw the offer of those indication that there carrying amounts may not be recoverable.
benefits; and Impairment loss, if any, is recognized in statement of profit and
loss.
(b) when the entity recognizes costs for a restructuring that
is within the scope of Ind AS 37 and involves the payment The Company measures the lease liability at the present value of
of termination benefits. the lease payments that are not paid at the commencement date
of lease. The lease payments are discounted using the interest
p Share based payments: rate implicit in the lease, if that rate can be readily determined.
Equity settled share based payments to employees are measured If that rate cannot be readily determined, the Company uses
at fair value of equity instrument at the grant date. The fair value incremental borrowing rate.
determined at grant date is expensed on straight line basis over
the vesting period based on the company’s estimate of equity The lease liability is subsequently remeasured by increasing the
instrument that will eventually vest with corresponding increase carrying amount to reflect interest on lease liability, reducing
in equity. At the end of each reporting period, the company the carrying amount to reflect the lease payments made and
revise its estimate of number of equity instruments expected to remeasuring the carrying amount to reflect any reassessment or
vest. The impact of revision of the original estimates, if any, is lease modification or to reflect revised- in-substance fixed lease
recognized in statement of profits and loss such that cumulative payments, the company recognizes amount of remeasurement
expense reflect the revised estimate with a corresponding of lease liability due to modification as an adjustment to right
adjustment to Share based Payments Reserve. The dilutive of use assets and statement of profit and loss depending upon
effect of outstanding option is reflected as additional dilution in the nature of modification. Where the carrying amount of right
computation of diluted earning per share. of use assets is reduced to zero and there is further reduction
in measurement of lease liability, the Company recognizes any
q Borrowing costs: remaining amount of the remeasurement in statement of profit
(i) Borrowing costs that are specifically attributable to the and loss.
acquisition, construction, or production of a qualifying asset
are capitalized as a part of the cost of such asset till such time The Company has elected not to apply the requirements of IND
the asset is ready for its intended use or sale. A qualifying AS 116 to short term leases of all assets that have a lease term
asset is an asset that necessarily requires a substantial of twelve month or less and leases for which the underlying asset
period of time (generally over twelve months) to get ready for is of low value. The lease payments associated with these leases
its intended use or sale. are recognized as an expense on straight line basis over lease
term.
(ii) For general borrowing used for the purpose of obtaining a
qualifying asset, the amount of borrowing costs eligible for Company as a Lessor:
capitalization is determined by applying a capitalization rate At an inception date, leases are classified as financial lease or
to the expenditures on that asset. The capitalization rate is operating lease. Leases where the company does not transfer
the weighted average of the borrowing costs applicable to substantially all risk and reward incidental to the ownership of
the borrowings of the Company that are outstanding during the asset are classified as operating lease. Lease rental under
the period, other than borrowings made specifically for the operating lease are recognised as income in profit and loss
purpose of obtaining a qualifying asset. The amount of account on straight line basis.
borrowing costs capitalized during a period does not exceed
the amount of borrowing cost incurred during that period. s Taxes on income:
(iii) All other borrowing costs are recognized as expense in the (i) Current Tax:
period in which they are incurred. 1. Tax on income for the current period is determined on the
basis of estimated taxable income and tax credits computed
r Leases: in accordance with the provisions of the Income-Tax Act
1961 and based on the expected outcome of assessments /
Company as a Lessee: appeals.
In accordance with IND AS 116, the Company recognizes right of 2. Current income tax relating to items recognized directly
use assets representing its right to use the underlying asset for in equity is recognized in equity and not in the statement of
the lease term at the lease commencement date. The cost of right profit and loss.
of use asset measured at inception shall comprise of the amount
of the initial measurement of the lease liability adjusted for any Management periodically evaluates positions taken in the
lease payment made at or before commencement date less any tax returns with respect to situations in which applicable
lease incentive received plus any initial direct cost incurred and tax regulations are subject to interpretation and establishes
an estimate of cost to be incurred by lessee in dismantling and provisions where appropriate.
removing underlying asset or restoring the underlying asset or
site on which it is located. The right of use asset is subsequently (ii) Deferred tax:
measured at cost less accumulated depreciation, accumulated 1. Deferred tax is accounted for using the balance sheet
impairment losses, if any, and adjusted for any remeasurement liability method in respect of temporary differences
of lease liability. The right of use assets is depreciated using between the carrying amount of assets and liabilities
the straight line method from the commencement date over in the financial statements and the corresponding tax
the shorter of lease term or useful life of right of use asset. The basis used in the computation of taxable profit as well
estimated useful lives of right of use assets are determined on as for unused tax losses or credits. In principle, deferred
the same basis as those of property, plant and equipment. Right tax liabilities are recognized for all taxable temporary
of use assets are tested for impairment whenever there is any differences and deferred tax assets are recognized to
the extent that it is probable that taxable profits will be

128
available against which deductible temporary differences to conform to that of the current year. In general the company
can be utilized. Deferred tax assets and liabilities are classifies assets and liabilities as current when they are expected
also recognized on temporary differences arising from to be realized or settled within twelve months after the balance
business combinations except to the extent they arise sheet date.
from goodwill that is not taken into account for tax
purposes. v Fair value measurement:
The Company measures financial instruments such as derivatives
2. Deferred taxes are calculated at the enacted or and certain investments, at fair value at each balance sheet date.
substantially enacted tax rates that are expected to apply
when the asset or liability is settled. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
3. Deferred tax is charged or credited to the income market participants at the measurement date. The fair value
statement, except when it relates to items credited or measurement is based on the presumption that the transaction
charged directly to other comprehensive income in equity, to sell the asset or transfer the liability takes place either:
in which case the corresponding deferred tax is also
recognized directly in equity. • In the principal market for the asset or liability.
Or
t Provisions, Contingent liabilities, Contingent assets and • In the absence of a principal market, in the most advantageous
Commitments: market for the asset or liability.
(i) General: The principal or the most advantageous market must be

The Company recognizes provisions for liabilities and accessible by the Company.
probable losses that have been incurred when it has a
present legal or constructive obligation as a result of past The fair value of an asset or a liability is measured using the
events and it is probable that the Company will be required to assumptions that market participants would use when pricing
settle the obligation and a reliable estimate of the amount of the asset or liability, assuming that market participants act in
the obligation can be made. If the effect of the time value of their economic best interest.
money is material, provisions are discounted using a current
pre-tax rate that reflects, where appropriate, the risks specific A fair value measurement of a non- financial asset takes in to
to the liability. When discounting is used, the increase in account a market participant’s ability to generate economic
the provision due to the passage of time is recognized as a benefits by using the asset in its highest and best use or by selling
financing cost. it to another market participant that would use the asset in its
highest and best use. The Company uses valuation techniques
Contingent liability is disclosed in the case of: that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing
• A present obligation arising from past events, when it is not the use of relevant observable inputs and minimizing the use of
probable that an outflow of resources will be required to unobservable inputs.
settle the obligation:
All assets and liabilities for which fair value is measured or
• A present obligation arising from past events, when no disclosed in the financial statements are categorized within the
reliable estimate is possible: fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a
• A possible obligation arising from past events, unless the whole;
probability of outflow of resources is remote.
• Level 1- Quoted (unadjusted) market prices in active markets
Contingent assets are not recognized but disclosed in financial for identical assets or liabilities.
statement when an inflow of economic benefits is probable.
• Level 2- Valuation techniques for which the lowest level input
Provisions, Contingent liabilities, Contingent assets and that is significant to the fair value measurement is directly or
Commitments are reviewed at each balance sheet date. indirectly observable.
(ii) Other Litigation claims: • Level 3- Valuation techniques for which the lowest level
Provision for litigation related obligation represents liabilities input that is significant to the fair value measurement is
that are expected to materialize in respect of matters in unobservable.
appeal.
For assets and liabilities that are recognized in the balance sheet
(iii) Onerous contracts: on a recurring basis, the Company determines whether transfers
Provisions for onerous contracts are recorded in the have occurred between levels in the hierarchy by re-assessing
statements of operations when it becomes known that categorization (based on the lowest level input that is significant
the unavoidable costs of meeting the obligations under to the fair value measurement as a whole) at the end of each
the contract exceed the economic benefits expected to be reporting period.
received.
For the purpose of fair value disclosures, the Company has
u Financial statement classification: determined classes of assets and liabilities on the basis of the
Certain line items on the balance sheet and in the statement of nature, characteristics and risks of the asset or liability and the
Profit and Loss have been combined. These items are disclosed level of the fair value hierarchy as explained above.
separately in the Notes to the financial statements. Certain
reclassifications have been made to the prior year presentation

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129
w Significant Accounting Judgments, Estimates and Assumptions: term, if there is change in non-cancellable period of lease. The
The preparation of the Company’s financial statements requires discount rate used is generally based on incremental borrowing
management to make judgments, estimates and assumptions rate. “
that affect the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and the v Depreciation/Amortization and useful life of Property, Plant and
disclosure of contingent liabilities. Equipment:
The Company has estimated the useful life of Property, Plant
Uncertainty about these assumptions and estimates could result and Equipment (PPE) as specified in schedule II of Companies
in outcomes that require a material adjustment to the carrying Act. 2013. However, the actual useful life for individual PPE
amount of assets or liabilities affected in future periods. could turn out to be different, there could be technology changes,
breakdown, unexpected failure leading to impairment or
i Income taxes: complete discard. Alternatively, the equipment may continue to
Management judgement is required for the calculation of provide useful services well beyond the useful life assigned.
provision for income taxes and deferred tax assets and liabilities.
The company reviews at each balance sheet date the carrying vi Impairment of Financial & Non-Financial Assets:
amount of deferred tax assets / liabilities. The factors used in The impairment provision for financial assets are based on
the estimates may differ from actual outcome which could lead assumptions about risk of default and expected losses. The
to significant adjustment to the amounts reported in the stand Company uses judgements in making these assumptions
alone financial statements. and selecting inputs for impairment calculations based on
existing market conditions, past history, technology, economic
ii “Defined benefit plans: developments as well as forward looking estimates at the end of
The cost of the defined benefit plan and other post-employment each reporting period.
benefits and the present value of such obligation are determined
using actuarial valuations. An actuarial valuation involves making vii Provisions:
various assumptions that may differ from actual developments The company makes provision for leave encashment and gratuity
in future. These Includes the determination of the discount rate, based on report received from the independent actuary. These
future salary increases, mortality rates and attrition rate. Due valuation reports uses complex valuation models using actuarial
to the complexities involved in the valuation and its long term valuation. An actuarial valuation involves making various
nature, a defined benefit obligation is highly sensitive to changes assumption that may differ from actual development in future.
in these assumptions. All assumptions are reviewed at each
reporting date.” viii Contingencies:
Management judgment is required for estimating the possible
iii Fair value measurement of financial instruments: outflow of resources, if any, in respect of contingencies / claim /
When the fair values of financial assets and financial liabilities litigations against the Company as it is not possible to predict the
recorded in the balance sheet cannot be measured based on outcome of pending matters with accuracy.
quoted prices in active markets, their fair value is measured
using valuation techniques including book value, Discounted x Capital:
Cash Flow (DCF) model. The inputs to these models are taken Debt and equity instruments:
from observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing fair Ordinary equity shares are classified as equity. Debt instruments
values. Judgements include considerations of inputs such as are classified as either liabilities or as equity in accordance with
liquidity risk, credit risk and volatility. Changes in assumptions the substance of the contractual arrangement.
about these factors could affect the reported fair value of
financial instruments. y Other Miscellaneous Expenses
Public Issue Expenditure/Share issue expenses on private
iv Lease: placement basis/FCCB’s issue expenditure is being written off
“The Company evaluates if an arrangement qualifies to be a against Securities/Share premium, net of taxes, in the year of
lease as per the requirements of IND AS 116. Identification of issue.
a lease requires significant judgement. The company uses
significant judgement in assessing the lease term (including 34 Fair value measurement
anticipated renewals) and the applicable discount rate. i Financial instruments: Accounting classification and fair
The company determines the lease term as the non-cancellable value measurements
period of lease, together with both periods covered by an option to This section explains the judgements and estimates made in
extend the lease if the company is reasonably certain to exercise determining the fair values of the financial instruments that are
that option and periods covered by an option to terminate the (a) recognized and measured at fair value and (b) measured
lease if the company is reasonably certain not to exercise at amortized cost and for which fair values are disclosed
that option. In excising whether the company is reasonably in the financial statements. To provide an indication about
certain to exercise an option to extend a lease or to exercise the reliability of the inputs used in determining fair value, the
an option to terminate the lease, it considers all relevant facts Company has classified its financial instruments into the
and circumstances that create an economic incentive for the three levels prescribed under the Accounting Standard. An
company to exercise the option to extend the lease or to exercise explanation of each level follows underneath the table.
the option to terminate the lease. The company revises lease

130
(` in Lacs)
31-Mar-24
Classification Fair Value
Particulars Carrying
Value Amortized
FVPL FVOCI Level 1 Level 2 Level 3
Cost
Financial assets
Investments
In subsidiaries / Associates 6,063.33- - - 6,063.33 - - -
In Liquid Mutual Funds 13,954.10 13,954.10 - - - 13,954.10 -
In Bonds 2,044.15 - - 2,044.15 - - -
Trade receivables 25,927.82 - - 25,927.82 - - -
Cash & cash equivalents 214.31 - - 214.31 - - -
Other bank balances 13,480.52 - - 13,480.52 - - -
Loans 23.00 - - 23.00 - - -
Other financial assets 2,567.34 - - 2,567.34 - -
Total financial assets 64,274.57 13,954.10 - 50,320.47 - 13,954.10 -
Financial liabilities
Borrowings 16,057.67 - - 16,057.67 - - -
Trade payables 8,898.37 - - 8,898.37 - - -
Lease Liabilities 393.77 - - 393.77 - - -
Other financial liabilities 5,036.20 6.22 - 5,029.98 - 6.22 -
Total financial liabilities 30,386.01 6.22 - 30,379.79 - 6.22 -
31-Mar-23
Value Amortized
Cost
Financial assets
Investments
In subsidiaries / Associates 5,695.69 - - 5,695.69 - - -
In Bonds 543.13 - - 543.13 - - -
Loans 207.88 - - 207.88 - - -
Borrowings 13,451.34 - - 13,451.34 - - -
Trade payables 7,808.83 - - 7,808.83 - - -
Lease Liabilities 258.29 - - 258.29 - - -
2022-23
131
The carrying amount of bank balances, Trade Receivable, Trade Payable, other financial assets / liabilities, loans, cash and cash equivalents,
borrowings are considered to be the same as their fair value due to their short term nature.
The levels have been classified based on the followings:
Level 1: It hierarchy includes financial instruments measured using quoted prices in active markets. Quotes would include rates/values/
valuation references published periodically by BSE, NSE etc. basis which trades take place in a linked or unlinked active market.
This includes traded bonds and mutual funds, as the case may be, that have quoted price/rate/value.
Level 2: The fair value of financial instruments that are not traded in an active market are determined using valuation techniques which
maximize the use of observable market data (either directly as prices or indirectly derived from prices) and rely as little as possible
on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included
in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case
for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
Valuation Techniques used to determine fair value
Valuation Techniques used to determine fair value include
- Open ended mutual funds and certain bonds and debentures at NAV’s/rates declared and/or quoted.
- Close ended mutual funds at NAV’s declared by AMFI.
- For other bonds and debentures values with references to prevailing yields to maturity matching tenures, quoted on sites of credible
organization such as FIMMDA (Fixed Income Money Market and Derivative Association of India).
- Derivative Instruments at values determined by counter parties/Banks using market observable data.
- Certificate of deposits, being short term maturity papers, amortized cost is assumed to be the fair value.
35. CONTINGENT LIABILITIES AND COMMITMENTS
a. Contingent liabilities not provided for: ( ` in Lacs)

Particulars Year Ended 31-Mar-24 Year Ended 31-Mar-23
1) Compensation for enhanced cost of Land pending with District & Session Court
9.34 9.34
Faridabad (Amount paid ` 2.33 lacs, Previous year ` 2.33 lacs)
2) Show cause notice issued by Principal Commissioner of Customs for which suitable
849.03 849.03
response filed.
3) Show cause notice issued by Joint Commissioner CGST (F.Y 2017-19 and 2020-
4237.83 -
2022) for which suitable reply filed.
4) Demand by Assistant Commissioner of CGST along with penalty in respect
of transitional input tax credit for which appeal filed with Joint Commissioner of 32.34 82.20
CGST(Gurugram).
5) Income tax demand for AY 2017-18 under section 270 A of Income Tax Act 1961
and also for A.Y. 2018-19 u/s 143(3) and 154 of Income Tax Act 1961 for which the 152.50 152.50
company have filed appeal before CIT(Appeal).
6) Demand from National Pharmaceutical Pricing Authority (Net) 66.88 66.88
The Company has suitablly replied to show cause notices and is also representing before Appellate Authority in respect of income tax demand.
The management of the Company believes that its position will likely to be upheld in the appellate process. The Company does not expect any
liability against these matters in accordance with the principle of Ind AS 12 “Income Tax” read with Ind AS 37 “Provision, Contingent Liabilities
and Contingent Assets” and hence no provision is required to be made in respect of above in the books of account of the Company.

132
b. Obligations and commitments outstanding:

( ` in Lacs)
Unexpired letters of credit ` 2,272.49 lacs (Previous year ` 2,173.08 lacs) and
Guarantees including for issuing stand by letter of credit issued by bankers ` 1,542.74 3,815.23 3,785.13
lacs (Previous year ` 1,612.05 lacs), (Net of margins)
Bills discounted but not matured - 134.14
Custom duty against import under EPCG Scheme 2,161.90 1,828.18
Estimated amount of contracts remaining to be executed on capital account and not
13,833.07 11,319.48
provided for (net of advances given)
36 Financial Risk Management

The Company’s activities expose it to price risk, credit risk, liquidity risk and market risk.
This note explains the source of risk which the company is exposed to and how it manages the risk and its impact on the financial
statement. These risks are managed by the senior management of the company supervised by the Board of Directors to minimize potential
adverse effects on the financial performance of the company.
Risk Exposure arising from Measurement Management

Credit Risk Cash & cash equivalent, Credit Rating and ageing Diversification of counter Parties,
Financial instruments, Financial analysis setting of trade receivable, review of
assets & Trade Receivable outstanding / overdues
Liquidity Risk Other Liabilities Maturity Analysis Maintenance of Sufficient cash and
cash Equivalent, Fixed Deposit & other
marketable securities
Market Risk - Foreign exchange Highly probable forecast trans- Sensitivity analysis Forward Foreign Exchange Contracts
actions
The Board of Directors of the company provides guiding principles for overall risk management, as well as policies covering specific areas i.e.
foreign exchange risk, credit risk & Investment of Surplus liquidity.
The company’s risk management is carried out by finance department, accordingly, this department identifies, evaluates and hedges financial
risk.
A) Price Risk
The main Raw materials for manufacturing of Medical devices are various types of Plastic Granules i.e. PP, LDPE, HDPE, PC, PA, SAN, ABS
and K. Resin etc. The prices of Raw materials are mainly dependent on the price of Crude Oil. The of Raw materials are being imported by
the Company and are procured indigenously also. In case of imported Raw materials, the adverse forex movements are covered by the
natural hedge. In case of the drastic price rise of Raw materials during the year, the Company makes appropriate changes in the prices
of Finished Products, after due discussions with the customers. The prices of Finished Goods are generally reviewed every year and
appropriate changes in prices are made to offset the increase in cost.
B) Credit Risk
Credit risk arises from cash and cash equivalents, financial assets measured at amortized cost and fair value through profit or loss and
trade receivables
Credit Risk Management

The company has invested in fixed deposits and in liquid mutual funds and have invested only with those funds plan having good credit rating /
track record. The company reviews the creditworthiness of these counterparties on an ongoing basis. Another credit risk at the reporting date
is from trade receivables as these are typically unsecured. This credit risk has always been managed through credit approvals, establishing
credit limits and continuously monitoring the creditworthiness of customer to whom credit is extended in normal course of business. The
company estimates the expected credit loss on the basis of past data and experience. The company also takes proper ECGC cover based on
risk based classification of trade receivables.
The Geographical concentration of trade receivable (net of allowance) is as under:

( ` in Lacs)
Particulars As at 31-Mar-24 As at 31-Mar-23
India 7,085.06 6,111.72
Europe 8,073.75 5,622.64
USA 376.56 287.78
Others 10,392.45 10,079.87
Total 25,927.82 22,102.02

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133
Review of outstanding trade receivables and financial assets is carried out by the management each quarter. The Company has a practice to
provide for provision for doubtful debts on the basis of duly board approved policy on provision for bad & doubtful debts.
Reconciliation of loss allowance provisions:

( ` in Lacs)
Particulars Deposits Trade receivable Advances
Loss Allowance as at 1 April 2022 6.68 34.41 116.36

Change In loss allowance(Net) 3.44 153.44 (97.50)
Loss Allowance as at 31 March 2023 10.12 187.85 18.86
Change In loss allowance (Net) 1.30 108.11 -
Loss Allowance as at 31 March 2024 11.42 295.96 18.86
C) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in interest
rate. The company’s main interest rate risk arises from long term borrowings with variable rates (LIBOR plus) which exposes the company
to cash flow interest rate risk.
i) Interest rate risk exposure - The exposure of the company’s borrowing to interest rate changes at the end of reporting period is as follows:
(` in Lacs)
Particulars As at
31-Mar-24 31-Mar-23
Variable rate borrowing 16057.67 13451.34
Fixed rate borrowing - -
Total 16057.67 13451.34
The analysis by maturities is provided in note D “Maturities of Financed liabilities” below.
ii) Sensitivity analysis: For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of the
reporting year was outstanding for whole year:-
( ` in Lacs)
Particulars Impact on profit before tax for the year ended
31-Mar-24 31-Mar-23
Interest rate- increase by 50 basis point 80.29 67.26
Interest rate- decrease by 50 basis point (80.29) (67.26)
D) Liquidity Risk
The company’s principle source of liquidity are cash & cash equivalent and cash flows that are generated from operations. The company
believes that its working capital is sufficient to meet its current requirement. Additionally, the company has sizeable surplus funds in liquid
mutual fund and also in fixed deposit ensuring safety of capital and availability of liquidity as and when required hence, the company do
not perceive any liquidity risk.
( ` in Lacs)
Particulars As at
31-Mar-24 31-Mar-23
The company has working capital funds which Includes
Cash and cash equivalent 214.31 38.28
Current investments in liquid mutual funds 13,954.10 12,402.35
Bank balances 13,480.52 17,057.08
Trade receivable 25,927.82 22,102.02
Total 53,576.75 51,599.73

134
Besides above, the company had access to the following undrawn facilities at the end of reporting period:
( ` in Lacs)
As at
Particulars
31-Mar-24 31-Mar-24
Fixed
Cash credit and other facilities 9,906.26 10436.76
Variable
Other facilities - -
Contractual maturities of significant financial liabilities are as under :

Maturities of financial liabilities
( ` in Lacs)
Less than and equal
Particulars More than one year Total
to one year
As at 31 March 2024
Trade payable 8,898.37 - 8,898.37
Other Financial liabilities 21,097.31 390.33 21,487.64
Total 29,995.68 390.33 30,386.01
As at 31 March 2023
Trade payable 7,808.83 - 7,808.83
Other Financial liabilities 15,906.60 1,356.36 17,262.96
Total 23,715.43 1,356.36 25,071.79
E) Market Risk
Foreign Currency Risk
The company operates significantly in international markets through imports and exports and therefore exposed to foreign exchange risk
arising from foreign currency transactions primarily with respect to USD/Euro/GBP/JPY. The risk is measured through sensitivity analysis by
natural hedging due to imports and exports. In order to minimize any adverse effect on the financial performance of the company, financial
instrument such as foreign exchange forward contracts are also used exclusively to mitigate currency risk.
(i) The company uses foreign exchange forward contracts to mitigate exposure in foreign currency risk. The foreign exchange forward
contract outstanding at reporting date are as under: -
As at
Particulars Type Currency 31-Mar-24 31-Mar-23
FC INR FC INR
Forward Contracts USD:INR 7.50 625.29 25.00 2,054.00
Sell EURO:INR - - - -
GBP:INR - - - -
EURO:INR - - - -
Buy
JPY:INR 2,392.11 1,317.95 - -

2022-23
135
(ii) Particulars of Unhedged Foreign Currency Exposure as at reporting date (Net exposure to Foreign Currency Risk)
As at
Particulars Currency 31-Mar-24 31-Mar-23
FC INR FC INR
Receivable / (Payable) USD:INR 119.75 9,983.95 75.18 6,176.72
EURO:INR 41.13 3,700.01 5.40 481.20
USD:INR - - - -
EURO:INR - - - -
GBP:INR 7.71 810.97 6.41 649.67
CAD:INR - - - -
LE.:INR 63.92 112.35 36.37 97.26
SEK:INR - - - -
JPY:INR (2,324.99) (1,280.98) (513.80) (318.09)
AUD:INR - - - -
CHF:INR (0.04) (3.90) 0.20 17.93
(iii) Maturity of outstanding foreign exchange forward contracts
The details in respect of maturity of outstanding forward exchange forward contract are as given: -
(` in Lacs)
As at
Particulars Type Currency
31-Mar-24 31-Mar-23
Not later than 3 months USD:INR 625.29 1,027.00
Sell EURO:INR - -
GBP:INR - -
EURO:INR - -
Buy
JPY:INR 1,317.95 -
Later than 3 months and not later than 6 months USD:INR - 616.20
Sell EURO:INR - -
GBP:INR - -
Buy JPY:INR - -
Later than 6 month & not later than one year USD:INR - 410.80
Sell EURO:INR - -
GBP:INR - -
Buy JPY:INR - -
(iv) The mark to market gain or loss on foreign currency are as under: -
(` in Lacs)
Particulars For the year ended
31-Mar-24 31-Mar-23
Mark to market loss / (Gain) accounted for (Net) (15.72) 62.17
37 CAPITAL MANAGEMENT
a) Risk Management - The company is cash surplus and has no capital other than equity. The Cash surplus are currently invested in
Liquid mutual funds and also in fixed deposit with banks. Safety of capital is of prime importance to ensure availability of capital for
company’s business requirement. Investment objective is to provide safety and adequate return on surplus funds. The company’s
adjusted net debt to equity ratio at the end of reporting year is as follows:

136
( ₹ in Lacs)
As at
Particulars
31-Mar-24 31-Mar-23
Gross borrowings 16,057.67 13,451.34
Less: cash and cash equivalents 214.31 38.28
Adjusted net debt 15,843.36 13,413.06
Total Equity 145,824.83 123,412.45
Adjusted net debt to equity 10.86% 10.87%
The company’s total owned funds of ₹ 1,45,824.83 lacs with ₹ 15,843.36 Lacs as net debts is considered adequate by the management to
meet its business interest and any capital risk it may face in the future.
b) Loan Covenants
Under the terms of borrowing facilities, the company is required to comply with certain financing covenants and the company has
complied with those covenants through out the reporting period.
c) Dividend
( ₹ in Lacs)
As at
Particulars
31-Mar-24 31-Mar-23
Dividend recognized in the financial statements
Final dividend paid in financial year 31st March 24 pertaining to financial (2,878.33) (2,397.95)
year ended 31st March 23
Dividend not recognized in the financial statements

In addition to the above dividend, since year end, the Board of directors have recommended - -
the payment of final dividend of ₹ 3/- per equity share ( PY ₹ 3/- per equity share )
This dividend is subject to the approval of shareholders of the company in ensuing Annual General Meeting and upon approval would result in
cash outgo of approx. ₹ 2,879.14 Lacs
38 The Company has adopted Ind AS 116 effective annual reporting period beginning April 1, 2019 and applied the Standard to its leases
retrospectively with the cumulative effect of initially applying the standard, recognized on the date of initial application (April 1, 2019).
Accordingly, the company has not restated comparative information, instead, the cumulative effect of initially applying this standard has
been recognized as an adjustment to opening balance of retained earnings as on April 1, 2019.
The lease payments including interest have been disclosed under cash flow from financing activities. The weighted average incremental
borrowing rate of 9% has been applied to lease liabilities recognized in balance sheet at the date of initial application.
On application of Ind AS 116, the nature of expense has changed from lease rent in previous periods to depreciation cost for right of use
asset and finance cost for interest accrued on lease liability.
The details of right of use asset held by the company is as follows:

Deletion - 115.20
Closing balance at the end of the year 371.10 247.38
The Following is break up of current and non-current lease liabilities as at 31st March 2024
(` in Lakhs) (` in Lakhs)
Current lease liabilities 185.07 123.36
Non-Current lease liabilities 208.70 134.93
Total 393.77 258.29

2022-23
137
The following is movement in lease liabilities during the year ended 31st March 2024
Particulars 31-Mar-24 31-Mar-23
Finance cost accrued during the year 42.48 28.82
Modification in lease term - -
Deletions - 143.39
Payment of lease liabilities (including interest) 177.30 141.60
Depreciation on right of use asset is Rs 146.57 lacs and Interest on lease liability for year ended 31st March 2024 is Rs 42.48 lacs
Lease Contracts entered by the company majorly pertains to building taken on lease to conduct the business activities in ordinary course.
The Table below provides details regarding the contractual maturities of lease charges as at 31st March 2024 on an undiscounted basis:
Particulars: Short term lease Long term lease As at 31st March As at 31st March
charges payable Charges payable 2024 (` in Lacs) 2023 (` in Lacs)
Less than one year - 213.00 213.00 141.6
Up to five year - 221.34 221.34 141.6
More than five year - - - -
The company do not foresee liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligation related
to lease liabilities as and when they fall due.
Rental expense recorded for short term lease amounted to Rs 84.40 lacs (PY 68.04) and grouped as short term lease expense in Note No.32
“ other expense”
39 RELATED PARTY DISCLOSURES:

Related party disclosures as required by Ind AS - 24 “Related Party Disclosures” are as under:
A List of related parties and relationships

a Subsidiaries, Step-subsidiary and Associate
Subsidiaries
1 Poly Medicure (Laiyang) Co. Ltd., China
2 Poly Medicure BV, Netherlands
3 Plan 1 Health India Pvt.Ltd.
Step-Subsidiary
1 Plan 1 Health SRL, Italy (Wholly owned subsidiary company of Poly Medicure BV, Netherlands)
2 Poly Health Inc, USA (Wholly owned subsidiary company of Poly Medicure BV, Netherlands)
Associate
1 Ultra For Medical Products (UMIC), Egypt
b Key Management Personnel & Relative

1 Mr. Himanshu Baid (Managing Director)
2 Mr. Rishi Baid (Joint Managing Director)
3 Mr. Naresh Vijayvergiya (CFO)
4 Mr. Ravi Prakash (Dy. Company Secretary)
5 Mr. Avinash Chandra (Company Secretary)
6 Mr. Devendra Raj Mehta (Independent Director)
7 Mr. Prakash Chand Surana (Independent Director)
8 Mr. Shailendra Raj Mehta (Independent Director)
9 Dr. Sandeep Bhargava (Independent Director)
10 Mr. Alessandro Balboni (Director)
11 Mr. Amit Khosla (Independent Director)
12 Ms. Sonal Mattoo (Independent Director)
13 Mr. Ambrish Mithal (Independent Director)
14 Mr. J. K. Baid (Director- relative of Managing Director & Joint Managing Director)
15 Mr. Vishal Baid (President- relative of Managing Director & Joint Managing Director)

138
16 Mrs. Mukulika Baid (Director- relative of Managing Director & Joint Managing Director)
17 Mr. Dhruv Baid (Manager- relative of Managing Director & Joint Managing Director)
18 Mr. Arham Baid (Manager- relative of Managing Director & Joint Managing Director)
19 Mr. Aaryaman Baid (Manager- relative of Managing Director & Joint Managing Director)
c Enterprises over which key management personnel and their relatives exercise significant influence
1 Vitromed Healthcare
2 Jai Polypan Pvt. Ltd.
3 Stilocraft
4 Polycure Martech Ltd.
5 Jai Chand Lal Hulasi Devi Baid Charitable Trust
B Transactions with related parties

( ` in lacs)
Enterprises controlled by
Subsidiaries, Step Key Management personnel
key management personnel
Particulars Subsidiary and Associate and their relatives
and their relatives
31-Mar-24 31-Mar-23 31-Mar-24 31-Mar-23 31-Mar-24 31-Mar-23
Sales of Goods 1,559.36 1,161.74 2,137.05 1,587.80
Ultra for Medical Products Egypt 869.25 859.05
Plan 1 Health SRL, Italy 676.81 302.69
PolyHealth Medical Inc 13.30
Vitromed Healthcare 2,137.05 1,587.80
Purchases of Goods/Business support & 458.29 583.87 29.92 30.36
marketing services
Plan 1 Health SRL, Italy 458.29 558.10
Poly Medicure (Laiyang) Co. Ltd - 25.77
Vitromed Healthcare 29.92 30.36
Job work
Vitromed Health Care 7,653.35 6,693.36
Rent received
Vitromed Healthcare 0.20 0.20
Rent paid
Jai Polypan Pvt. Ltd. 1.70 1.70
CSR Expenses 208.42 123.00
Jai Chand Lal Hulasi Devi Baid Charitable Trust 208.42 123.00
Dividend/ Governing Council Share 84.47 55.34
Ultra for Medical Products, Egypt 84.47 55.34
Directors / Key Managerial Personnels' 3,526.04 2,672.02
Remuneration including commission.
Mr. Himanshu Baid 1,717.81 1,300.63
Mr. Rishi Baid 1,668.18 1,247.28
Mr. Naresh Vijayvargiya 112.09 98.98
Mr. Avinash Chandra 18.84 16.74
Mr. Ravi Prakash 9.12 8.39
Defined benefit obligations* 36.59 (0.73)
Mr. Himanshu Baid 18.21 (1.74)
Mr. Rishi Baid 15.59 (0.84)
Mr. Naresh Vijayvergiya 1.88 1.58
Mr. Avinash Chandra 0.52 (0.01)
Salary and perquisites 183.90 171.48
Mr. Vishal Baid 183.90 171.48
Mr. Dhruv Baid 98.30 87.99
Mr. Arham Baid 93.97 85.42

2022-23
139
Mr. Aaryaman Baid 93.97 85.42

Commission and Sitting fees 131.25 128.00
Mr. J. K. Baid 14.25 14.25
Mrs. Mukulika Baid 14.25 14.25
Mr. Devendra Raj Mehta 16.25 16.00
Mr. Prakash Chand Surana 12.00 14.00
Mr. Shailendra Raj Mehta 15.00 15.50
Dr. Sandeep Bhargava 14.50 14.50
Mr. Amit Khosla 16.00 15.75
Ms. Sonal Mattoo 14.50 14.75
Mr. Ambrish Mithal 14.50 9.00
Investment in Subsidiary Companies 367.64 1,001.78
Poly Medicure BV, Netherlands 367.64 1,001.78
Loan to Subsidiary Companies 191.66 175.98
Poly Medicure BV, Netherlands 178.79 174.05
Interest 12.87 1.93
Mr. Alessandro Balboni 299.04 239.25
Management Fees 284.54 225.75
Director Sitting Fees 2.50 1.50
Commission 12.00 12.00
Reimbursement of expenses 49.63 -
PolyHealth Medical Inc 49.63 -
Outstanding balances at the year end

( ` in lacs)
Key Management personnel
Subsidiaries and Associate key management personnel
Particulars and their relatives
and their relatives
31-03-2024 31-03-2023 31-03-2024 31-03-2023 31-03-2024 31-03-2023
Dividend / Share Governing Council
112.35 97.26
outstanding
Directors' Remuneration / Salary payable 1,447.08 909.24
Mr. Himanshu Baid 706.27 439.43
Mr. Rishi Baid 707.49 439.75
Mr. Aaryamann Baid 4.53 4.01
Commission Payable 97.20 93.60
Mr. J. K. Baid 10.80 10.80
140

Management Fee & Others Payable 31.42 25.04
Trade Receivable 1,066.38 898.06 - -
Plan 1 Health SRL , Italy 369.08 250.83 - -
Ultra for Medical Products 697.30 647.23 - -
Trade Payable / Payable for capital goods/Rent 34.71 - - -
payable
Plan 1 Health SRL, Italy 34.71 - - -
Outstanding Loans to Subsidiary company - - - -
Poly Medicure BV, Netherlands (Including 180.04 - -
interest accrued ` Nil (P.Y 1.93 lacs)
40 EARNINGS PER SHARE (EPS) OF ` 5/- EACH:

( ` in lacs)
Year ended
Particulars
As at 31-Mar-24 As at 31-Mar-23
Net profit after tax available for equity share holders (` In lacs) 25,172.34 17,904.47
Basic Earnings per Share
Number of shares considered as Basic weighted average shares outstanding during the year 95,946,790 9,59,16,495
Basic Earnings per Share (in `) 26.24 18.67
Diluted Earnings per Share
Weighted Average no. shares outstanding during the year 95,946,790 95,916,495
Effect of dilutive issue of stock options 74,000 104,450
Weighted Average no. shares outstanding for diluted EPS 96,020,790 96,020,945
Diluted Earnings per Share (in `) 26.22 18.65
41 EMPLOYEE BENEFIT:
As per Ind AS - 19 “Employee Benefits”, the disclosures are as under:
I Defined Contribution Plan - Provident Fund
The company makes contribution towards Provident Fund to Regional fund commissioner. The contribution payable by the company are
at the rates specified in the rules of the scheme.
During the year, the company has recognized the following amount in statement of profit and loss
( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Employers’ contribution to provident fund * # 924.39 755.38
* included in “contribution to provident fund and others” under employee benefit expenses (refer note no. 28)
# excluding contribution to provident fund transferred to Research and Development Expenses ` 18.01 lacs (PY ` 12.64 lacs).
II Defined Benefit Plan
The company has formed a employees gratuity trust which is administrated by Life Insurance Corporation of India (LIC). The company
makes contribution towards funding the defined benefit plan pertaining to gratuity to LIC. The Leave Encashment liability is not contributed
to any fund and is unfunded. The present value of the defined benefit obligation and related current cost are measured using projected unit
credit method with actuarial valuation being carried out at balance sheet date. The amount recognized are as under:

2022-23
141
a) Gratuity (Funded)
(i) Present Value of Defined benefit Obligation

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Obligations at year beginning 429.31 397.65
Service Cost - Current 90.76 65.63
Service Cost - Past
Interest expenses 31.60 28.71
Actuarial (gain) / Loss on PBO 116.42 (22.43)
Benefit payments (28.81) (40.24)
Addition due to transfer of employee - -
Obligations at year end 639.29 429.31
(ii) Change in plan assets

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Fair value of plan assets at the beginning of the period 239.68 262.59
Actual return on plan assets 21.12 16.54
Less- FMC Charges - (0.21)
Employer contribution 188.50 1.00
Benefits paid (28.81) (40.24)
Fair value of plan assets at the end of the period 420.49 239.68
(iii) Assets and Liabilities recognized in the Balance Sheet

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Present Value of the defined benefit obligations 639.29 429.31
Fair value of the plan assets 420.49 239.68
Amount recognized as Liability 218.80 189.63
(iv) Defined benefit obligations cost for the year:

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Service Cost - Past - -
Interest Cost 13.96 9.75
Expected return on plan assets - -
Actuarial (gain) loss - -
Net defined benefit obligations cost 104.72 75.38
(v) Amount recognized in Other Comprehensive Income (OCI)

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Net cumulative unrecognized actuarial gain/(loss) opening - -
Actuarial gain / (loss) for the year on PBO (116.42) 22.43
Actuarial gain /(loss) for the year on Asset 3.47 (2.63)
Unrecognized actuarial gain/(loss) for the year (112.95) 19.80
142
(vi) Investment details of Plan Assets

(` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
The details of investments of plan assets are as follows: - -
Funds managed by Insurer 100% 100%
Total 100% 100%
Note: In respect of Employees Gratuity Fund, composition of plan assets is not readily available from LIC of India. The expected rate of return
on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with
the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.
(vii) Actuarial assumptions:

Year ended
Particulars
31-Mar-24 31-Mar-23
Discount Rate per annum 7.36% 7.36%
Future salary increases 4.00% 4.00%
Note: Estimate of future increases considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors
such as supply and demand in the employment market.
(viii) Demographic Assumptions:
Attrition rates are the company’s best estimate of employee turnover in future determined considering factors such as nature of business &
industry, retention policy, demand & supply in employment market, standing of the company, business plan, HR Policy etc. as provided in the
relevant accounting standard.

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
i) Retirement Age (Years) 60.00 60.00
ii) Mortality rates inclusive of provision for disability 100% of IALM (2012 - 14)
iii) Attrition at Ages Withdrawal Rate (%)
Up to 30 Years 3.00 3.00
From 31 to 44 years 2.00 2.00
Above 44 years 1.00 1.00
(ix) Amount recognized in current year and previous four years:

( ` in lacs)
Year ended
31-Mar-24 31-Mar-23 31-Mar-22 31-Mar-21 31-Mar-20
Defined benefit obligations 639.29 429.31 397.65 382.28 333.23
Plan assets (420.49) (239.68) (262.59) (281.06) (161.91)
Deficit /(Surplus) 218.80 189.63 135.05 101.22 171.32
(x) Expected Contribution to the Fund in the next year

( ` in lacs)
Year ended
Particulars
Service Cost 119.47 85.01
Net Interest Cost 15.82 13.96
Expected contribution for next annual reporting period 135.29 98.97

2022-23
143
(xi) Sensitivity Analysis

The sensitivity of defined benefit obligations to changes in the weighted principal assumptions is :
( ` in lacs)
“Change in Assumption” "Increase in Assumption" "Decrease in Assumption"
31-Mar-24 31-Mar-23 Impact 31-Mar-24 31-Mar-23 Impact 31-Mar-24 31-Mar-23
Discount Rate per 0.50% 0.50% Decrease by (34.93) (24.54) Increase by 38.18 26.87
annum
Future salary increases 0.50% 0.50% Increase by 36.94 26.27 Decrease by (34.03) (24.20)
The above sensitivity analysis is based on a change in assumption while holding all the other assumptions constant. In practice, this is unlikely
to occur, and change in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to
significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in balance sheet.
(xii) Maturity Profile of Defined Benefit Obligation

( ` in lacs)
Sr. No. Year Year
a 0 to 1 Year 27.47
b 1 to 2 Year 21.26
c 2 to 3 Year 12.91
d 3 to 4 Year 34.20
e 4 to 5 Year 29.59
f 5 to 6 Year 36.67
g 6 Year onwards 478.98
(xiii) Risk exposure
The gratuity scheme is a final salary Defined Benefit Plan that provides for lump sum payment made on exit either by way of retirement, death,
disability, voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit.
The plan design means the risk commonly affecting the liabilities and the financial results are expected to be:
A) Salary Increases: Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations
will also increase the liability.
B) Investment Risk: If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate
assumed at the last valuation date can impact the liability.
C) Discount Rate: Reduction in discount rate in subsequent valuations can increase the plan’s liability.
D) Mortality & disability: Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
E) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent
valuations can impact Plan’s liability.
b) Leave Encashment (Unfunded)

The Leave Encashment liability of ₹ 255.54 lacs form part of long term provision ₹ 228.80 Lacs (PY ₹ 136.66 Lacs) and short term
provision ₹ 26.74 Lacs (PY ₹ 20.97 Lacs) and is unfunded and does not require disclosures as mentioned in para 158 of Ind AS 19.
42 SEGMENT INFORMATION:
Description of segment and principal activity.

The company is primarily in the business of manufacture and sale of medical devices. Operating segments are reported in the manner
consistent with internal reporting to Managing director of the company. The company has regular review procedures in place and Managing
director reviews the operations of the company as a whole, Hence there are no reportable segments as per Ind AS 108 Operating segment.
Information about Geographical areas

The following information discloses revenue from customers based on geographical areas.

144
i) Revenue on product group wise (Ind AS 108, Para 32)

( ` in lacs)
Year ended
Particulars
Medical Devices 129714.65 1,06,147.28
Total 129714.65 1,06,147.28
ii) Revenue as per geographical area (Ind AS 108, Para 33 (a) )

( ` in lacs)
Year ended
Particulars
With in India 40,771.57 34,400.52
Outside India 88,943.08 71,746.76
Total 129,714.65 1,06,147.28
iii) None of the non-current assets (other than financial instruments, investment in subsidiaries/ associates) are located outside India.
iv) None of the customers of the company individually account for 10% or more sale.
43 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of section 135 of the Companies Act, 2013, the company has to incur at least 2% of average net profit of the preceding
three financial years towards Corporate Social Responsibility. Accordingly, a CSR committee has been formed for carrying out CSR
activities as per Schedule VII of the companies Act, 2013.
The details of expenditure incurred on CSR are as under:

( ` in lacs)
Sr. Year ended
Particulars
No. 31-Mar-24 31-Mar-23
1 The Gross amount required to be spent by the company during the year as per Section
393.25 315.34
135 of Companies Act 2013 read with Schedule VII
2 Amount spent during the year on :
i Construction / acquisition of any assets - -
ii On purposes other than (i) above 573.91 298.35
Total Amount Spent 573.91 298.35
Add: Excess Spent from previous year utilised during the current year - -
Less Excess spent during the year to be carried forward to next year 180.66 NA
Amount required to be spent 393.25 315.34
3 Unspent amount in CSR transferred to separate bank account. - 16.99
4 Total of previous years shortfall - -
5 Reason for shortfall# NA NA
6 Nature of CSR activities. - -
Promoting education, Promotion of Healthcare, Food relief activity, Social welfare.
7 "Details of related party transactions in relation to CSR expenditure as per relevant
Accounting Standard"
Contribution to JAI CHAND LAL HULASI DEVI BAID CHARITABLE TRUST in relation to
208.42 123.00
CSR expenditure

2022-23
145
Details of ongoing CSR projects under Section 135(6) of the companies Act, 2013:
Opening Balance Amount Amount spent during the year Closing Balance
With the In separate required to be From company CSR Unspent With the In separate
Year spent during
Company CSR Unspent bank account account Company CSR Unspent
A/c the year A/c
2022-23 - - - - - - 16.99
2023-24 - 16.99 - - 16.99 - -
Details of CSR expenditure under section 135(5) of the Act in respect of unspent amount other than ongoing projects:
Amount deposited
Amount required to
Opening Balance in Specified Fund of Amount spent during Closing Balance
Year be spent during the
unspent Schedule VII of the the year unspent
year
Act within 6 months
2022-23 - - - - -
2023-24 - - - - -
Details of excess CSR expenditure under section 135(5) of the Act
Amount required to Closing balance of ecxess amount spent to

Opening balance of Amount Spent during
Year be spent during the be carried forward to next financial year as
excess amount spent the year
year per section 135 of the companies Act 2013.
2021-22 - - - -
2022-23 - - - -
2023-24 - 393.25 573.91 180.66
44 SHARE BASED PAYMENTS:

‘The company has formulated “Poly Medicure Employee Stock Option Scheme, 2020 (ESOP 2020)” duly approved by the share holders in
the annual general meeting held on 29th Sept 2020 in accordance of which the ESOP Committee of Board of Directors of the company
held on 6th November 2020 has granted 63100 equity shares to eligible employees on the following terms & Conditions:
All option granted under this scheme shall, upon vesting, be exercised with in a period of three months from the date of vesting, failing
which the option shall lapse, or such other date as decided by the compensation committee.
Provided, however that in case of cessation of employment, the vested option shall lapse/ be exercised in accordance with the provisions
of article 12 of this scheme.
The vesting period for the conversion of options are as follows:
On completion of 24 months from the date of grant of option: 50% vests.
The company has also formulated “Poly Medicure Employee Stock Option Scheme, 2020 (ESOP 2020)” duly approved by the share holders
in the annual general meeting held on 29th September 2020 in accordance of which the ESOP Committee of Board of Directors of the
company held on 4th August 2022 has granted 79900 equity shares to eligible employees on the following terms & Conditions:
Provided, however that in case of cessation of employment, the vested option shall lapse/ be exercised in accordance with the provisions

146
a Details of employees stock options granted under Poly Medicure Employee Stock Option Scheme, (ESOP 2020)
Financial Year Number Financial year of vesting Exercise price Fair value
(Year of Grant)
2020-21 63100 2022-23 100 374
2023-24
b Details of employees stock options granted under Poly Medicure Employee Stock Option Scheme, (ESOP 2020)
(Year of Grant)
2022-23 79900 2024-25 100 666
2025-26
c Movement of share options during the year

As at 31st March 2024 As at 31st March 2023
Particulars Number of share Number of share
Exercise Price Exercise Price
options options
Balance at the beginning of the year 104,450 100 75,500 50 & 100
Granted during the year (ESOP-2020) - - 79,900 100
Forfeited during the year - - - -
Exercised during the year (ESOP-2016,2020) 27,075 100 44,000 50 & 100
Expired / Lapsed during the year 3,375 - 6,950 -
Balance Options to be exercised at the end of the year 74,000 100 1,04,450 100
d Compensation expenses arising on account of share based payments

( ` in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Share based payment expenses to employees 211.44 192.74
Total 211.44 192.74
e Fair value on grant date

The fair value on grant date is determined using Black Scholes Model which takes into account exercise price, terms of option, share price
at grant date and expected price volatility of the underline shares, expected dividend yield and risk free interest rate for the term of option.
The model inputs for options granted ESOS 2020 ESOS 2020
a Exercise price 100 100
b Grant date 29th Sep 2020 04th Aug 2022
c Vesting year 2022-23 2024-25
2023-24 2025-26
d Share price at grant date 463 755
e Expected price volatility of the company share 20% to 25% 20% to 25%
f Expected dividend yield 0.43% 0.33%
g Risk free interest rate 6.00% 7.00%
The expected price volatility is based on the historic volatility.
45 Dividends declared by the company are based on the profits available for distribution. On 17th May 2024, the Board of directors have
proposed a final dividend of ` 3/- per share in respect of the year ended March 31, 2024 subject to approval of shareholders at the Annual
General Meeting. The proposal is subject to approval of shareholders at the Annual General Meting, and if approved, would result in a cash
outflow approximately ` 2,879.14 Lacs.

2022-23
147
46 Disclosure as required under section 186(4) of the Companies Act 2013 are as under:-
Sl. Name of Company Relation- Nature Amount granted during Amount received back Balance outstanding
No. ship with the year/amount of during the year as at
the com- investment made during
pany the year
31-Mar-24 31-Mar-23 31-Mar-24 31-Mar-23 31-Mar-24 31-Mar-23
1 Poly Medicure BV, Subsidiary Loan 178.79 174.05 352.82 - - 178.11
Netherlands Company granted
2 Poly Medicure BV, Subsidiary Investment 367.64 1001.78 - - 5501.27 5133.63
Netherlands Company made
47 ‘No funds have been advanced/loaned/invested (from borrowed fund or from share premium or from any other sources/kind of fund) by
the company to any other person(s) or entity(ies), including foreign entities(intermediaries), with the understanding (whether recorded in
writing or otherwise) that the intermediary shall (i) directly or indirectly lend or invest in other peron or entities identified in any manner
whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or like to or on behalf of the
Ultimate Beneficiaries.
No funds have been received by the company from any person(s) or entity(ies), including foreign entities (funding Parties), with the
understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
48 ‘The Indian parliament has approved the Code of Social Security, 2020 which would impact the contribution by the company toward
providend fund and gratuity. The Ministry of Labour and Employment has relesed draft rules for the Code on Social Security, 2020 on
November 13, 2020. The company will asses the impact and its evaluation once the subject rules are notified. The company will give
appropriate impact in its financial statement in the period in which, the code become effective and the related rules to determine the
financial impact are published.
49 Additional Regulatory Information
% Change as
Reasons for change in ratio by
March March compared
RATIOS Numerator Denominator more than 25% as compared to
2024 2023 to previous
previous year
year
Current Ratio Current Assets Current Liabilities 2.42 2.81 -13.97% NA

Inventory
Average Inventory (Opening +
Turnover Ratio Sales 6.96 6.41 8.53% NA
Closing Inventory /2)
(extrapolated)
Average Trade Receivables
Trade Receivables
Sales (Opening + Closing Trade 5.44 5.18 5.09% NA
Turnover Ratio
Receivables/2)
CreditorsTurnover AverageTradePayables(Opening
Purchase 8.01 7.45 7.47% NA
Ratio + Closing Trade Payables/2)
Net Profit Ratio Profit After Tax Sales 19.26% 16.76% 14.89% NA
Average Shareholder’s Equity
Return On Equity Profit after Tax (Equity Share Capital + Other 18.70% 15.49% 20.72% NA
Equity)
The increase in capital turnover
Capital Turnover Average Working Capital (Current
Net Sales 2.75 2.09 31.60% ratio is primarily due to
Ratio Assets-Current Liabilities)
increase in net sales.
Debt To Equity Shareholder’s Equity (Equity
Total Debt 0.11 0.11 0.11% NA
Ratio Share Capital + Other Equity)
Earnings The increase in debt service
available for Debt Service(Interest including ratio denotes reduction
Debt Service
debt service lease payment interest + Current 14.70 9.42 56.05% in current period principal
Coverage Ratio
(Profit after Principal Repayments) repayments and increase in
tax+Depreciation) profit after tax.

148
Capital Employed (Shareholder’s

Return on Capital Earning before
Equity + Total Debt + Deferred 20.94% 17.48% 19.79% NA
employed interest and taxes
Tax Liability
The increase in return on
Return on
Mutual Fund Mutual Fund 17.66% 2.35% 651.74% investment is primarily due to
investment
maket volatility.
Return on
Bond Bond 8.33% 9.66% -13.73% NA
investment
Additional regulatory information required by Schedule-III of Companies Act 2013

1) Relationship with struck off Companies: The Company do not have any relationship with Companies struck off under section 248 of
Companies Act 2013 or Section 560 of Companies Act 1956.
2) Details of Benami Property: No proceedings have been initiated or are pending against the Company for holding any Benami property
under Benami Transaction (Prohibition) Act 1988 and the Rules made thereunder.

3) Compliance with numbers of layer of Companies: The Company has complied with the number of layers prescribed under Companies
Act 2013.

4) Compliance with approved Scheme of Arrangement: The Company has not entered into any scheme of arrangement which has an
accounting impact on current or previous financial year.

5) Undisclosed Income: There is no income surrendered or disclosed as income during current or previous year in the tax assessment
under the Income Tax Act 1961 that has not been recorded in books of accounts.

6) Details of Crypto Currency or Virtual Currency: The Company has not traded or invested in crypto currency or virtual currency during the
current or previous year.

50 Previous year figures have been regrouped or reclassified to confirm current year classification.


M. No. : A32270

2022-23
149
INDEPENDENT AUDITORS’ REPORT equity and its consolidated cash flows including its associate for the
year ended on that date.
TO THE MEMBERS OF POLY MEDICURE LIMITED
Basis for Opinion
Report on the Audit of the Consolidated Financial Statements
We conducted our audit of the consolidated financial statements in
Opinion accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act (SAs). Our responsibilities under those
We have audited the accompanying consolidated financial statements Standards are further described in the Auditor’s Responsibilities for the
of Poly Medicure Limited (“the Holding Company”) its foreign Audit of the Consolidated Financial Statements section of our report.
subsidiaries and subsidiary company incorporated in India (the We are independent of the Group in accordance with the Code of
Company and its subsidiaries together referred to as “the Group”) Ethics issued by the Institute of Chartered Accountants of India (ICAI)
its associate as per list annexed, which comprise the Consolidated together with the independence requirements that are relevant to our
Balance Sheet as at March 31, 2024, the Consolidated Statement audit of the consolidated financial statements under the provisions of
of Profit and Loss (including Other Comprehensive Income), the the Act and the Rules made thereunder, and we have fulfilled our other
Consolidated Statement of Changes in Equity and the Consolidated ethical responsibilities in accordance with these requirements and
Statement of Cash Flows for the year ended on that date, and a the ICAI’s Code of Ethics. We believe that the audit evidence we have
summary of the significant accounting policies and other explanatory obtained along with the consideration of audit report of other auditors
information (hereinafter referred to as “the consolidated financial referred to in “other matter” is sufficient and appropriate to provide a
statements”). basis for our audit opinion on the consolidated financial statements.
In our opinion and to the best of our information and according to Key Audit Matters
the explanations given to us, the aforesaid consolidated financial
statements give the information required by the Companies Act, Key audit matters are those matters that, in our professional judgment,
2013 (the “Act”) in the manner so required and give a true and fair were of most significance in our audit of the consolidated financial
view in conformity with Indian Accounting Standards prescribed under statements of the current period. These matters were addressed in
section 133 of the Act read with the Companies (Indian Accounting the context of our audit of the consolidated financial statements as
Standards) Rules, 2015, as amended (“Ind AS”) and other accounting a whole, and in forming our opinion thereon, and we do not provide a
principles generally accepted in India, of the consolidated state of separate opinion on these matters. We have determined the matters
affairs of the Group as at March 31, 2024, the consolidated profit, described below to be the key audit matters to be communicated in
consolidated total comprehensive income, consolidated changes in our report.
Key Audit Matters How the Key Audit Matter was addressed
We have assessed business plan and future cash flows of Step
Goodwill
subsidiary company to evaluate management position on non-
The Group has recognised goodwill on consolidation amounting
impairment in value of goodwill on consolidation. Our audit
to ₹ 2,858.11 lacs. The group conducts annual impairment testing
procedures included following:
of goodwill using discounted cash flow method. Significant
Evaluated the design and tested operating effectiveness of
judgements are used to estimate the recoverable amount of
management control in assessing carrying amount of goodwill.
goodwill. The determination of recoverable amount involves use of
Obtained computation of recoverable amount and tested
several key assumptions including estimate of future sales volume,
reasonableness of key assumptions
price, operating margin and discount rate and is, hence, considered
Obtained & Evaluated management sensitivity analysis to ascertain
as a key audit matter. The Group has assessed that no impairment
impact of changes in key assumptions for determining downside
in the value of goodwill is necessitated. (Refer Note 46)
impact on recoverable amount.
Information Other than the Consolidated Financial Statements and during the course of our audit or otherwise appears to be materially
Auditors’ Report Thereon misstated.
The Holding Company’s Management and Board of Directors are If, based on the work we have performed, we conclude that there is
responsible for the preparation of the other information. The other a material misstatement of this other information, we are required to
information comprises the information included in the Management report that fact. We have nothing to report in this regard, as for the
Discussion and Analysis, Board’s Report including annexures year ended March 31, 2024 the other information has not yet been
to Board’s Report, Business Responsibility Report, Corporate prepared and not yet approved by Board of Directors.
Governance and Shareholder’s Information, but does not include the
consolidated financial statements and our auditor’s report thereon. Management’s Responsibility and Those Charged with Governance
The other information is expected to be made available to us after for the Consolidated Financial Statements
the date of the audit report.
The Holding Company’s Management and Board of Directors
Our opinion on the consolidated financial statements does not cover are responsible for the matters stated in section 134(5) of the
the other information and we do not express any form of assurance Act with respect to preparation of these consolidated financial
conclusion thereon. statements that give a true and fair view of the consolidated
financial position, consolidated financial performance, consolidated
In connection with our audit of the consolidated financial statements, total comprehensive income, consolidated changes in equity and
our responsibility is to read the other information and, in doing so, consolidated cash flows of the Group including its associate in
consider whether the other information is materially inconsistent with accordance with the Ind AS and other accounting principles generally
the consolidated financial statements or our knowledge obtained accepted in India. The respective Board of Directors of the companies

150
included in the Group and of its associate are responsible for - Conclude on the appropriateness of management’s use of the
maintenance of the adequate accounting records in accordance with going concern basis of accounting and, based on the audit
the provisions of the Act for safeguarding the assets of the Group and evidence obtained, whether a material uncertainty exists
of its associate and for preventing and detecting frauds and other related to events or conditions that may cast significant doubt
irregularities; selection and application of appropriate accounting on the ability of the Group and its associate to continue as a
policies; making judgments and estimates that are reasonable and going concern. If we conclude that a material uncertainty exists,
prudent; and design, implementation and maintenance of adequate we are required to draw attention in our auditor’s report to the
internal financial controls, that were operating effectively for ensuring related disclosures in the consolidated financial statements
the accuracy and completeness of the accounting records, relevant or, if such disclosures are inadequate, to modify our opinion.
to the preparation and presentation of the consolidated financial Our conclusions are based on the audit evidence obtained up
statements that give a true and fair view and are free from material to the date of our auditor’s report. However, future events or
misstatement, whether due to fraud or error, which have been used conditions may cause the Group and its associate to cease to
for the purpose of preparation of consolidated financial statements continue as a going concern.
by the directors of Holding company.
- Evaluate the overall presentation, structure and content of the
In preparing the consolidated financial statements, the respective consolidated financial statements, including the disclosures,
Board of Directors of the companies included in the Group and of and whether the consolidated financial statements represent
its associate are responsible for assessing the ability of the group the underlying transactions and events in a manner that
and of its associate to continue as a going concern, disclosing, as achieves fair presentation.
applicable, matters related to going concern and using the going
- Obtain sufficient appropriate audit evidence regarding the
concern basis of accounting unless management either intends
financial information of the entities or business activities within
to liquidate the Group or to cease operations, or has no realistic
the Group and its associate of which we are the independent
alternative but to do so.
auditors and whose financial information we have audited to
express an opinion on the consolidated financial statements. We
The respective Board of Directors of the companies included in the
are responsible for the direction, supervision and performance
Group and of its associate are also responsible for overseeing the of the audit of the financial statements of such entities included
financial reporting process of the Group and of its associate. in the consolidated financial statements of which we are the
independent auditors. For the other entities included in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial consolidated financial statement which have been audited by
Statements other auditors situated outside India, such other auditor remain
responsible for the direction, supervision and performance of
Our objectives are to obtain reasonable assurance about whether the the audit carried out by them. We remain solely responsible for
consolidated financial statements as a whole are free from material our audit opinion.
misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high Materiality is the magnitude of misstatements in the consolidated
level of assurance, but is not a guarantee that an audit conducted financial statements that, individually or in aggregate, makes it probable
in accordance with SAs will always detect a material misstatement that the economic decisions of a reasonably knowledgeable user of
when it exists. Misstatements can arise from fraud or error and are the financial statements may be influenced. We consider quantitative
considered material if, individually or in the aggregate, they could materiality and qualitative factors in (i) planning the scope of our audit
reasonably be expected to influence the economic decisions of users work and in evaluating the results of our work; and (ii) to evaluate the
taken on the basis of these consolidated financial statements. effect of any identified misstatements in the financial statements.
As part of an audit in accordance with SAs, we exercise professional We communicate with those charged with governance of holding
judgment and maintain professional skepticism throughout the audit. company and subsidiary company incorporated in India included in
We also: financial statement of which we are the independent auditors regarding,
among other matters, the planned scope and timing of the audit and
Identify and assess the risks of material misstatement of the significant audit findings, including any significant deficiencies in
consolidated financial statements, whether due to fraud or error, design internal control that we identify during our audit.
and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for We also provide those charged with governance with a statement
our opinion. The risk of not detecting a material misstatement resulting that we have complied with relevant ethical requirements regarding
from fraud is higher than for one resulting from error, as fraud may independence, and to communicate with them all relationships
involve collusion, forgery, intentional omissions, misrepresentations, or and other matters that may reasonably be thought to bear on our
the override of internal control. independence, and where applicable, related safeguards.
- Obtain an understanding of internal financial controls relevant From the matters communicated with those charged with governance,
to the audit in order to design audit procedures that are we determine those matters that were of most significance in the audit
appropriate in the circumstances. Under section 143(3)(i) of of the consolidated financial statements of the current period and
the Act, we are also responsible for expressing our opinion on are therefore the key audit matters. We describe these matters in our
whether the holding Company and its subsidiary companies auditor’s report unless law or regulation precludes public disclosure
which are companies incorporated in India, has adequate about the matter or when, in extremely rare circumstances, we determine
internal financial controls system in place and the operating that a matter should not be communicated in our report because the
effectiveness of such controls. There is only one subsidiary
adverse consequences of doing so would reasonably be expected to
company incorporated in India and two subsidiary companies
outweigh the public interest benefits of such communication.
are incorporated out of India.
Other Matters
- Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
We did not audit the financial statements of one foreign subsidiary,
disclosures made by management.
whose financial statements reflect total assets of ₹ 1,739.91 lacs as at

2022-23
151
31st March 2024 and total revenue of ₹ 1,503.45 lacs for the year then c) The Consolidated Balance Sheet, the Consolidated
ended on that date and financial statements of one foreign associate Statement of Profit and Loss (including Other
in which the share of profit of the Group is ₹ 252.68 lacs. The financial Comprehensive Income), Consolidated Statement of
statements of one foreign subsidiary namely Poly Medicure (Laiyang) Changes in Equity and the Consolidated Statement of Cash
Co. Ltd., China have been audited by other auditors outside India whose Flows dealt with by this Report are in agreement with the
reports have been furnished to us and our opinion is based solely on relevant books of account maintained for the purpose of
the reports of the other auditors. preparation of the consolidated financial statements.
The financial statements of one associate namely Ultra for Medical d) In our opinion, the aforesaid consolidated financial
Products (UMIC), Egypt, have been furnished to us by management statements comply with the Ind AS specified under Section
of that company and is unaudited and management certified and 133 of the Act.
our opinion is based solely on the basis of unaudited/ management
certified financial statements for the year ended 31st December 2023. e) On the basis of the written representations received from
the directors of the holding Company as on March 31, 2024
The Financial Statement of one foreign subsidiary (as Consolidated) taken on record by the Board of Directors of the holding
namely Poly Medicure BV Netherlands in which financial statement Company, and of subsidiary company incorporated in
of Step Subsidiary Plan 1 Health and Poly Health Medical INC. US are India, none of the directors of the holding Company and its
consolidated and whose consolidated financial statement/information subsidiary company incorporated in India is disqualified as
reflect total assets of ₹ 7,746.55 Lacs as at 31st March’2024, and total on March 31, 2024 from being appointed as a director in
consolidated revenue of ₹ 6,654.54Lacs for the year ended on that terms of Section 164 (2) of the Act.
date as considered in the Consolidated financial statements. These
consolidated financial statement/financial information have not been f) With respect to the adequacy and the operating
audited as based on article 2.396 Section 6 of Dutch Civil Code, the effectiveness of the internal financial control over financial
said foreign subsidiary company is exempt from the obligation to reporting with reference to these consolidated financial
have the annual accounts (including consolidated accounts) audited statements of the Holding company and its subsidiary
by the auditor, and are, therefore, management certified and have company incorporated in India, refer to our separate report
been furnished to us by the management and our opinion on the in annexure 1 to this report.
consolidated financial statements in so far as it relates to the amounts
and disclosure included in respect of the Subsidiary so far as it relates g) With respect to the other matters to be included in the
to the aforesaid subsidiary is based solely on the basis of management Auditor’s Report in accordance with the requirements of
certified consolidated financial statements as adjusted suitably to give section 197(16) of the Act, as amended:
effect to adopt uniform accounting policies.
In our opinion and to the best of our information and
In respect of subsidiaries/ associate located outside India whose according to the explanations given to us, the remuneration
financial result and other financial information have been prepared in paid by the holding Company to its directors during the
accordance with the accounting principles generally accepted in their year is in accordance with the provisions of section 197 of
respective countries and which have been audited by other auditor/ the Act.
management certified. The holding company’s management has
converted the financial results of such subsidiaries/associate located h) With respect to the other matters to be included in
outside India from accounting principles generally accepted in their the Auditor’s Report in accordance with Rule 11 of the
respective countries to accounting principles generally accepted in Companies (Audit and Auditors) Rules, 2014, as amended,
India. We have audited these conversion adjustments made by the in our opinion and to the best of our information and
holding company’s management. Our opinion in so far as it relates to according to the explanations given to us and based on the
the balances and affair of such subsidiaries/ associate located outside consideration of report of the other auditors on separate
India is based on the report of other auditor/ management certified financial statements as also other financial information
and the conversion adjustment prepared by the management of the of subsidiaries, associates as noted in “other Matter’’
holding company and audited by us. paragraph.
Our Opinion on Consolidated financial statements and our report on i. The consolidated financial statements disclose
other legal and regulatory requirements is not modified in respect of impact of pending litigations on the consolidated
the above matters with respect to our reliance on the work done and financial position of the Group. (Refer Note No. 35 to
the report of the other auditor and the financial statement/financial consolidated financial statements.)
information as certified by management.
ii. Provision has been made in the consolidated
Report on Other Legal and Regulatory Requirements financial statements, as required under the applicable
law or accounting standards, for material foreseeable
1. As required by Section 143(3) of the Act, based on our audit we losses. The Company did not have any long-term
report that: derivative contract.
a) We have sought and obtained all the information and iii. There has been no delay in transferring amounts,
explanations which to the best of our knowledge and required to be transferred, to the Investor Education
belief were necessary for the purposes of our audit of the and Protection Fund by the holding Company and
aforesaid consolidated financial statements. subsidiary company incorporated in India.
b) In our opinion, proper books of account as required by iv. (a) The respective Managements of the Company
law relating to preparation of the aforesaid consolidated and its subsidiaries which are companies
financial statements have been kept so far as it appears incorporated in India, whose financial
from our examination of those books. statements have been audited under the Act,
have represented to us that, to the best of their

152
knowledge and belief, no funds (which are (b) The Board of Directors of the Company have
material either individually or in the aggregate) proposed final dividend for the year which is
have been advanced or loaned or invested subject to the approval of the members at the
(either from borrowed funds or share premium ensuing Annual General Meeting. The amount of
or any other sources or kind of funds) by the dividend proposed is in accordance with section
Company or any of such subsidiaries to or in any 123 of the Act, as applicable.
other person or entity, including foreign entity
(“Intermediaries”), with the understanding, vi. Based on our examination, which included test
whether recorded in writing or otherwise, that checks, the company and its subsidiary company
the Intermediary shall, directly or indirectly lend incorporated in India has used accounting software
or invest in other persons or entities identified for maintaining its books of accounts for the financial
in any manner whatsoever by or on behalf of the year ended March 31, 2024 which has a feature of
Company or any of such subsidiaries (“Ultimate recording audit trail (edit log) facility and the same
Beneficiaries”) or provide any guarantee, has operated throughout the year for all relevant
security or the like on behalf of the Ultimate transactions recorded in the softwares. Further,
Beneficiaries. during the course of audit, we do not come accress
any instance of the audit trail being tempered with.
(b) The respective Managements of the Company As proviso to Rule 3(1) of the Companies (Accounts)
and its subsidiaries which are companies Rules, 2014 is applicable from April 1st, 2023,
incorporated in India, whose financial reporting under Rule 11(g) of the Companies (Audit
statements have been audited under the Act, and Auditors) Rule 2014 on preservation of audit trail
have represented to us that, to the best of their as per the statutory requirements for record retention
knowledge and belief, no funds (which are is not applicable for the financial year ended March
material either individually or in the aggregate) 31, 2024.
have been received by the Company or any of
such subsidiaries from any person or entity, 2. With respect to the matters specified in paragraphs 3(xxi)
including foreign entity (“Funding Parties”), with and 4 of the Companies (Auditor’s Report) Order, 2020 (the
the understanding, whether recorded in writing “Order”/ “CARO”) issued by the Central Government in terms of
or otherwise, that the Company or any of such Section 143(11) of the Act, to be included in the Auditor’s report,
subsidiaries shall, directly or indirectly, lend or according to the information and explanations given to us, and
invest in other persons or entities identified in based on the CARO reports issued by us for the Company and
any manner whatsoever by or on behalf of the its subsidiary company incorporated in India included in the
Funding Party (“Ultimate Beneficiaries”) or consolidated financial statements of the Company, to which
provide any guarantee, security or the like on reporting under CARO is applicable, we report that there are no
behalf of the Ultimate Beneficiaries. qualifications or adverse remarks in these CARO reports.
(c) Based on the audit procedures that have

been considered reasonable and appropriate
in the circumstances performed by us on For M C Bhandari & Co.
the Company and its subsidiaries which Chartered Accountants
are companies incorporated in India whose Firm’s registration number: 303002E
financial statements have been audited under
the Act, nothing has come to our notice that has Ravindra Bhandari
caused us to believe that the representations Partner
under sub-clause (i) and (ii) of Rule 11(e), as Membership number: 097466
provided under (a) and (b) above, contain any UDIN: 24097466BKGQOD1043
material misstatement.
Place: New Delhi
v. (a) The final dividend proposed in the previous Date: 17th May 2024
year, declared and paid by the Company during
the year is in accordance with Section 123 of
the Act, as applicable. No interim dividend was
declared or paid by the company during the year.

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153
Annexure - A to the Auditors’ Report the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
Report on the Internal Financial Controls under Clause (i) of Sub- accepted accounting principles. A company’s internal financial control
section 3 of Section 143 of the Companies Act, 2013 (“the Act”) over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
In conjunction with our audit of the consolidated financial statements accurately and fairly reflect the transactions and dispositions of
of the Company as of and for the year ended 31st March 2024, we the assets of the company; (2) provide reasonable assurance that
have audited the internal financial controls over financial reporting of transactions are recorded as necessary to permit preparation of
Poly Medicure Limited (“the Holding Company”) as of that date. financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are
Management’s Responsibility for Internal Financial Controls being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance
The Board of Directors of the Holding Company and of subsidiary regarding prevention or timely detection of unauthorized acquisition,
company incorporated in India are responsible for establishing use, or disposition of the company’s assets that could have a material
and maintaining internal financial controls based on the internal effect on the financial statements.
control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Inherent Limitations of Internal financial Controls over financial
Guidance Note on Audit of Internal Financial Controls over Financial Reporting
Reporting issued by the Institute of Chartered Accountants of India
(“ICAI’). These responsibilities include the design, implementation Because of the inherent limitations of internal financial controls over
and maintenance of adequate internal financial controls that were financial reporting, including the possibility of collusion or improper
operating effectively for ensuring the orderly and efficient conduct management override of controls, material misstatements due to
of its business, including adherence to company’s policies, the error or fraud may occur and not be detected. Also, projections of any
safeguarding of its assets, the prevention and detection of frauds and evaluation of the internal financial controls over financial reporting to
errors, the accuracy and completeness of the accounting records, and future periods are subject to the risk that the internal financial control
the timely preparation of reliable financial information, as required over financial reporting may become inadequate because of changes
under the Companies Act, 2013. in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Auditors’ Responsibility
Opinion
Our responsibility is to express an opinion on the Company’s internal
financial controls over financial reporting based on our audit. We In our opinion, the Holding Company and subsidiary company
conducted our audit in accordance with the Guidance Note on Audit incorporated in India, have, in all material respects, an adequate
of Internal Financial Controls over Financial Reporting (the “Guidance internal financial controls system over financial reporting and such
Note”) issued by ICAI and the Standards on Auditing, issued by ICAI internal financial controls over financial reporting were operating
and deemed to be prescribed under section 143(10) of the Companies effectively as at 31st March 2024, based on the internal control over
Act, 2013, to the extent applicable to an audit of internal financial financial reporting criteria established by the Company considering
controls, both issued by the Institute of Chartered Accountants of the essential components of internal control stated in the Guidance
India. Those Standards and the Guidance Note require that we comply Note on Audit of Internal Financial Controls Over Financial Reporting
with ethical requirements and plan and perform the audit to obtain issued by the ICAI.
reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and For M C Bhandari & Co.
if such controls operated effectively in all material respects. Chartered Accountants
Firm’s registration number: 303002E
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of Ravindra Bhandari
internal financial controls over financial reporting included obtaining Partner
an understanding of internal financial controls over financial reporting, Membership number: 097466
assessing the risk that a material weakness exists, and testing and UDIN: 24097466BKGQOD1043
evaluating the design and operating effectiveness of internal control Place: New Delhi
based on the assessed risk. The procedures selected depend on the Date: 17th May 2024
auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. Annexure I: List of entities consolidated as at 31 March 2024
We believe that the audit evidence we have obtained is sufficient and 1. Poly Medicure (Laiyang) Co. Ltd.- China - Wholly owned Subsidi-
appropriate to provide a basis for our audit opinion on the Company’s ary (Audited)
internal financial controls system over financial reporting. 2. Poly Medicure BV - Netherlands (Consolidated) – Wholly owned
Subsidiary (Unaudited Management Certified)
Meaning of Internal Financial Controls over Financial Reporting 3. Ultra for Medical Products Co. (UMIC) – Egypt – Associate (Un-
audited Management Certified)
A company’s internal financial control over financial reporting is 4. Plan 1 Health India Pvt. Ltd. Subsidiary (Audited)
a process designed to provide reasonable assurance regarding

154

CIN: L40300DL1995PLC066923
Consolidated Balance Sheet as at 31 March 2024 (₹ in lacs)
ASSETS
1 Non-current assets
(a) Property, plant and equipment 2 81,852.79 58,732.09
(b) Capital work-in-progress 6,669.78 7,258.35
(c) Right of Use 2 371.10 247.38
(d) Investment Properties 3 58.37 90.89
(e) Goodwill on consolidation 2,858.11 2,858.11
(f) Intangible assets 2 1,598.59 1,597.34
(g) Intangible assets under development 900.85 557.50
(h) Financial Assets
(i) Investment in associates 4 712.87 764.20
(ii) Other Investments 5 2,044.15 -
(ii) Other financial assets 7 1,330.97 1,133.04
(i) Other non-current assets 8 3,306.94 3,813.25
Total non-current assets 101,704.52 77,052.15
2 Current assets
(a) Inventories 9 22,103.04 20,865.48
(b) Financial assets
(i) Investments 5 13,954.10 12,402.35
(ii) Trade receivables 10 26,993.88 23,543.20
(iii) Cash and cash equivalents 11 1,205.31 706.24
(iv) Bank balances other than (iii) above 12 13,480.52 17,057.08
(v) Loans 6 23.00 29.77
(vi) Other financial assets 7 1,283.69 737.43
(c) Other current assets 8 5,119.13 5,327.22
Total current assets 84,162.67 80,668.77
TOTAL ASSETS 185,867.19 157,720.92
EQUITY AND LIABILITIES

EQUITY
(a) Equity share capital 13 4,798.58 4,797.23
(b) Other equity 14 142,206.77 1,19,365.49
Equity attributable to shareholders of the company 1,47,005.35 1,24,162.72
Non-controlling interest - -
Total equity 1,47,005.35 1,24,162.72

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155

LIABILITIES
1 Non-current liabilities
(i) Borrowings 15 108.81 1,750.12
(iii) Other financial liabilities 16 72.82 65.66
(b) Provisions 17 598.98 460.23
(c) Government Grants 300.04 273.52
(d) Deferred tax liabilities (Net) 18 2,448.34 1,543.47
Total non-current liabilities 3,737.69 4,227.93
2 Current liabilities
(i) Borrowings 19 16,912.65 12,893.27
(iii) Trade payables 20
a) total outstanding dues of micro enterprises 1,422.61 1,387.17

and small enterprises
b) total outstanding dues of creditors other than 8,137.15 7,844.31
micro enterprises and small enterprises
(iv)Other financial liabilities 21 5,214.56 3,658.63
(b) Other current liabilities 22 2,838.95 3,284.56
(c) Provisions 17 57.19 55.20
(d) Current tax liabilities (net) 23 355.97 83.76
Total current liabilities 35,124.15 29,330.26
TOTAL EQUITY AND LIABILITIES 185,867.19 1,57,720.92

The accompanying notes are integral part of the Consolidated 1 - 51


M. No. : A32270

156

CIN: L40300DL1995PLC066923
Consolidated Statement of Profit and Loss for the Year ended 31 March 2024 (₹ in lacs)
INCOME
Revenue from operations 24 137,579.63 111,523.04
Other income 25 5,874.81 3,618.54
Total Income 143,454.44 115,141.58
EXPENSES
Cost of materials consumed 26 46,478.45 42,431.15
Purchases of Stock-in-Trade 702.15 521.31
Changes in inventories of finished goods, work-in-progress and
27 1,080.16 (2,364.94)
Stock-in-Trade
Employee benefits expense 28 24,591.17 20,274.58
Research and development expenses 29 1,896.02 1,780.25
Finance cost 30 1,130.09 883.86
Depreciation and amortization expense 31 6,392.65 5,716.68
Other expenses 32 27,009.52 22,342.22
Total Expenses 109,280.21 91,585.11
Profit before tax, and share of net profit from associates 34,174.23 23,556.47
Share of profit from associates 252.68 192.67
Tax expenses:
(1) Current tax 7,693.19 5,912.91
(2) Deferred tax 898.41 (109.76)
(3) Tax adjustment for earlier years (net) 9.34 17.74
Total tax expenses 33 8,600.94 5,820.89
Profit after tax 25,825.97 17,928.25
Other comprehensive income

Items that will not be reclassified to profit or loss in subsequent
period:-
Re-measurement gains/(losses) of defined benefit plan (112.95) 19.80
Tax impacts on above 28.43 (4.98)
Items that will be reclassified to profit or loss in subsequent period:-

Exchange differences on translation of financial statements of
(3.84) 25.79
foreign subsidiaries
Tax impacts on above - -
Other comprehensive income for the year (net of tax) (88.36) 40.61
Total comprehensive income for the year 25,737.61 17,968.86

2022-23
157
Profit for the year attributable to:
Equity holders of the parent 25,825.97 17,928.25
Non-controlling interests - -
Total comprehensive income for the year attributable to:

Equity holders of the parent 25,737.61 17,968.86
Non-controlling interests - -
Earnings per equity share: (Face value ₹ 5 each) in rupees 40

Basic 26.92 18.69
Diluted 26.90 18.67
Weighted average number of equity shares used in computing

earnings per equity share
Basic 95,946,790 95,916,495
Diluted 96,020,790 96,020,945

The accompanying notes are integral part of the Consolidated
1 - 51



M. No. : A32270

158

CIN: L40300DL1995PLC066923
Consolidated Statement of Cash Flow for the year ended 31st March 2024 (₹ in Lacs)
Particulars
31 March 2024 31 March 2023
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax and exceptional items 34,426.91 23,749.14
Adjusted for:
Depreciation and amortisation 6,392.65 5,716.68
Share in Income of Associates (252.68) (192.67)
Interest expense 1,130.09 883.86
Interest income (1,294.58) (586.44)
Loss/(profit) on sale of fixed assets, net (62.28) (10.03)
Debts/advances written off 118.27 14.22
Provision for doubtful debts and advances 112.62 59.39
Credit balances no longer required, written back (51.36) (21.23)
Deferred employee compensation expenses (net) 211.44 192.74
Unrealised foreign exchange (gain) /loss (180.77) (85.74)
Unrealised (Gain)/Loss on Mutual Fund (2,094.88) 400.69
Ind As and other Adjustments (351.39) (282.73)
Operating profit before working capital changes 38,104.04 29,837.88
Movement in working capital

Decrease/(increase) in inventories (1,237.56) (4,029.05)
Decrease/ (increase) in sundry debtors (3,668.56) (2,879.68)
Decrease/(Increase) in financial assets (732.20) (13.51)
Decrease/(Increase) in other assets 259.79 (99.10)
Increase/ (decrease) in trade payables 376.15 376.92
Increase/ (decrease) in other financial liabilities 1,358.34 593.00
Increase/ (decrease) in other liabilities (445.61) 977.44
Increase/ (decrease) in provisions 23.95 128.01
Cash generated from operations 34,038.35 24,891.89
Direct taxes paid (net of refunds) (7,430.13) (5,786.69)
Net cash from operating activities 26,608.22 19,105.20
B CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (including capital advances) (27,701.59) (23,927.48)
(Purchase)/Sale of Investments (net) (1,501.02) 20,856.68
Proceeds from / (Investment in) Fixed Deposits (net) 3,545.22 (15,080.30)
Proceeds from sale of fixed assets 191.63 14.77
Dividend Income 54.26 53.86
Interest income 1,317.70 158.31
Net cash used for investing activities (24,093.80) (17,924.16)
C CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from (Repayment) of borrowings / deferred payment liabilities (net) 2,111.96 2,098.99
Proceeds from Share Allotments 26.38 35.13
Repayment of Lease Liabilities (including interest) (177.29) (141.60)
Dividend Paid(including unclaimed dividend transferred) (2,874.00) (2,397.30)
Interest / Finance charges paid (1,102.40) (845.75)
Net cash from (used for) financing activities (2,015.35) (1,250.53)

2022-23
159
(₹ in Lacs)
Particulars Year ended Year ended
31 March 2024 31 March 2023
Net increase in cash and cash equivalents (A+B+C) 499.07 (69.50)
Cash and cash equivalents at the beginning of the year 706.24 775.74
Cash and cash equivalents at the end of the year 1,205.31 706.24
COMPONENTS OF CASH AND CASH EQUIVALENTS
Balances with Banks in current account 1,186.89 676.88
Cash and cash equivalents at the end of the year 1,205.31 706.24
(₹ in Lacs)
As at
RECONCILIATION STATEMENT OF CASH AND BANK BALANCES
31 March 2024 31 March 2023
Cash and cash equivalents at the end of the year as per above 1,205.31 706.24
Add: Balance with banks in dividend / unclaimed dividend accounts 41.25 36.92
Add: Fixed deposits with banks, having maturity period for less than twelve months 13,439.27 17,020.16
Add: Fixed deposits with banks (lien marked) 670.25 540.97
Add: Fixed deposits with banks, having maturity period for more than twelve months 39.28 132.89
Cash and bank balances as per balance sheet (refer note 7, 11 and 12) 15,395.36 18,437.18
DISCLOSURE AS REQUIRED BY IND AS 7

Reconciliation of liabilities arising from financing activities
Non Cash Flow
March 31, 2024 Opening Balance Cash Flow Closing Balance
Changes
Long term secured borrowing 1,750.12 (2,095.34) 454.03 108.81
Non Cash Flow

March 31, 2023 Opening Balance Cash Flow Closing Balance
Changes
Long term secured borrowing 3,812.72 (2,081.65) 19.05 1,750.12
Notes
This is the Cash Flow Statement referred to in our report of even date.
The above Consolidated cash Flow statement should be read in conjunction with the accompanying notes

Place : New Delhi

Avinash Chandra Naresh Vijayvargiya
Date: 17th May 2024
Company Secretary CFO
M. No. : A32270

160
Consolidated Statement of Changes in Equity for the year ended 31st March 2024
A. Equity share capital (₹ in Lacs)
Changes in Equity Changes in equity Balance as
Restated balance as at
Balance at the 1 April 2023 Share Capital due to share capital during at 31 March
1 April 2023
prior period errors the year 2024
4,797.23 - 4,797.23 1.35 4,798.58
Changes in Equity Changes in equity Balance as

Restated balance as at
Balance at the 1 April 2022 Share Capital due to share capital during at 31 March
1 April 2022
prior period errors the year 2023
4,795.02 - 4,795.02 2.20 4,797.23

2022-23
B. Other equity (₹ in Lacs)
161
Item of Other
Reserves and surplus comprehensive
income
Share Total
Particulars Capital reserve Share in Foreign Re-mea-
Capital Based
on change in in- Securities General Retained reserve Currency surement
Re- Payment
terest in equity Premium reserve Earnings in asso- translation of defined
serve Reserve
of associates ciates reserve benefit
Account
Balance as at 1 April 2022 46.98 668.60 39,127.00 152.51 23,634.83 39,904.12 60.05 281.03 77.99 1,03,953.13
Profit for the year - - - - - 17,928.25 - - - 17,928.25
Securities Premium received during the year
- - 148.35 - - - - - - 148.35
(net of share issue expenses adjusted)
Adjustment of deferred tax amount on share
issue expenses adjusted from securities premium - - (34.91) - - - - - - (34.91)
account
Other comprehensive income (net of taxes) - - - - - - - - 14.82 14.82
Transfer from retained earnings to General
- - - - 2,500.00 (2,500.00) - - - -
reserve
Addition (deletion) during the year (Net of lapses) - - - 78.02 - - - - - 78.02
Final Dividend adjusted - - - - - (2,397.95) - - - (2,397.95)
Share from associate adjusted - - - - - (159.56) - - - (159.56)
Addition/(deletion) during the year - (176.62) - - - - (13.82) 25.79 - (164.65)
Balance as at 31 March 2023 46.98 491.98 39,240.44 230.53 26,134.83 52,774.86 46.23 306.82 92.81 1,19,365.49
Balance as at 1 April 2023 46.98 491.98 39,240.45 230.53 26,134.83 52,774.86 46.23 306.82 92.81 119,365.49
Profit for the year - - - - - 25,825.97 - - - 25,825.97
Securities Premium received during the year (net
- - 126.98 - - - - - - 126.98
of share issue expenses adjusted)
Adjustment of deferred tax amount on share
issue expenses adjusted from securities premium - - (34.92) - - - - - - (34.92)
account
Other comprehensive income (net of taxes) - - - - - - - - (84.52) (84.52)
Transfer from retained earnings to General
- - - - 2,500.00 (2,500.00) - - - -
reserve
Addition (deletion) during the year (Net of lapses) - - - 109.48 - - - - - 109.48
Final Dividend adjusted - - - - - (2,878.33) - - - (2,878.33)
Share from associate adjusted - - - - - (137.32) - - - (137.32)
Addition/(deletion) during the year - (87.69) - - - - 5.47 (3.84) - (86.06)
Balance as at 31 March 2024 46.98 404.29 39,332.51 340.01 28,634.83 73,085.18 51.70 302.98 8.29 142,206.77
Note:

Nature and purposes of reserves forming part of other equity are fully described in Note No. 14.
2 PROPERTY, PLANT AND EQUIPMENT (₹ in Lacs)
Free- Lease- Plant & Furni- Office Patent

Total Soft- Total Net
Particulars hold hold Building Equip- ture & Equip- Vehicles & Trade
Tangible ware Intangible Assets
Land Land ment Fixtures ment Marks
Gross Carrying Value as at 01.04.2022 6,770.97 862.18 9,855.70 55,006.68 717.00 1,254.90 1,225.11 75,692.54 905.86 2,188.07 3,093.93 78,786.47
Translation Adjustment - - 0.48 45.85 5.59 7.62 0.47 60.01 3.78 4.85 8.62 68.63
Additions during the year 2,310.35 - 6,871.11 10,412.71 124.41 146.18 318.27 20,183.03 105.96 196.25 302.21 20,485.23
Gross Carrying Value as at 31.03.2023 9,081.32 862.18 16,727.29 65,109.65 823.15 1,339.71 1,428.23 95,371.53 1,015.60 2,389.16 3,404.76 98,776.29
Accumulated Depreciation as at 01.04.2022 - 87.62 1,934.89 27,786.65 457.28 940.37 617.54 31,824.35 578.96 933.54 1,512.51 33,336.85
Translation Adjustment - - 0.26 33.09 5.24 6.93 0.19 45.71 1.87 1.08 2.95 48.66
Accumulated Depreciation as at 31.03.2023 - 96.90 2,280.77 32,104.15 488.90 1,010.63 658.11 36,639.45 675.87 1,131.52 1,807.40 38,446.86
Carrying Value as at 31.03.2023 9,081.32 765.28 14,446.52 33,005.50 334.25 329.08 770.13 58,732.09 339.73 1,257.64 1,597.34 60,329.43
Gross Carrying Value as at 01.04.2023 9,081.32 862.18 16,727.29 65,109.65 823.15 1,339.71 1,428.23 95,371.53 1,015.60 2,389.16 3,404.76 98,776.29
Translation Adjustment - - (9.53) (30.24) 0.99 (0.06) 0.08 (38.76) 0.70 1.22 1.92 (36.84)
Additions during the year 1,693.12 2,037.77 7,351.78 16,890.22 342.98 230.28 582.79 29,128.94 26.50 323.01 349.51 29,478.45
Deductions/Adjustments - - - 320.61 - 1.57 153.09 475.27 - - - 475.27
Gross Carrying Value as at 31.03.2024 10,774.44 2,899.95 24,069.54 81,649.02 1,167.12 1,568.36 1,858.02 123,986.45 1,042.80 2,713.39 3,756.18 127,742.63
Accumulated Depreciation as at 01.04.2023 - 96.90 2,280.77 488.90 658.11 36,639.45 675.87 1,131.52 1,807.40 38,446.86
32,104.15 1,010.63
Translation Adjustment - - (5.61) (23.59) 0.96 0.06 0.05 (28.14) 0.55 0.53 1.09 (27.05)
Deductions/Adjustments - - - 225.14 (0.11) 4.28 143.72 373.03 - - - 373.03
Accumulated Depreciation as at 31.03.2024 - 106.46 2,870.85 36,742.27 558.22 1,157.12 698.75 42,133.66 782.26 1,375.33 2,157.60 44,291.26
Carrying Value as at 31.03.2024 10,774.44 2,793.49 21,198.69 44,906.75 608.90 411.24 1,159.27 81,852.79 260.53 1,338.06 1,598.59 83,451.38
Notes:
The estimated amortisation in intangible assets for the period subsequent to 31st March 2024 is as follows:
(₹₹in lacs)
Year Ending March 31 Amortisation Expense
2025 274.21
2026 255.57
2027 216.02
Thereafter 852.79
162

2022-23
163
2.2 The title deeds of immovable properties are held in the name of the Company other than for addtions in lease hold land for ₹ 2037.77
lacs for which lease deed is pending for execution as per following details:
(₹ in lacs)
Particulars Description of Gross carrying Title deeds held Whether title Property held Reason for not
item of immov- value in the name of deed holder is a since which date being held in
able property promoter, direc- the name of the
tor or relative of company
promoter/direc-
tor or employee
of promoter/
director
Property, plant Lease hold Land 2037.77 Mahindra NO 28/03/2024 Conveyance
and equipment World City deed in favour
(Jaipur) Limited of the company
(transferor is pending for
company) execution
2.3 Right of Use Asset

(₹ in lacs)
Particulars As at 31 As at 31
Addition 270.29 371.07
Deletion - 115.20
Closing balance at the end of year 371.10 247.38
2.4 Capital work-in-progress- Ageing Schedule

Amount in capital work-in-progress for a period of
Capital work-in-progress More than 3 Total
Less than 1 year 1-2 years 2-3 years
years

Capital work-in-progress More than 3 Total
years
Intangible assets under development - Ageing schedule
Ageing for intangible asset under development as at March 31, 2024 is as follows:
(₹ in lacs)
Intangible assets under development More than 3 Total
years
Intangible asset under developnment 606.97 45.33 91.68 156.87 900.85

164
Ageing for intangible asset under development as at March 31, 2023 is as follows:
(₹ in lacs)
Intangible assets under development More than 3 Total
years
Intangible asset under developnment 122.45 116.36 138.10 180.59 557.50
NOTES: 1) Intangible assets under development mainly represent expenditure incurred on Patents and trademarks pending for granting in
favour of the Group.
2) There are no projects under intangible assets under development where the completion is over due or has exceeded its cost
compared to its original plan.
2.5 The Group has not revalued its Property, Plant and Equipment (including right of use assets) or intangible assets or both during the current
or previous year.
(₹ in Lacs)
3 INVESTMENT PROPERTIES As at 31 March 2024 As at 31 March 2023
Gross balance at beginning 98.91 413.17
Additions during the year - -
Disposals / Deductions 33.07 314.26
Accumulated Depreciation (7.47) (8.02)
Net balance at the end of reporting year 58.37 90.89
Fair Value (Refer note 2 below) 79.88 97.82
Year ended 31 Year ended 31

Amount recognised in Statement of Profit & Loss for Investment Properties March 2024 March 2023
Rental Income 0.20 1.80
The investment properties are leased to tenants under short term cancellation lease with rental payable on monthly basis.
Note 1: The investment properties consist of residential properties in India and have been categorized as investment properties based
on nature of its uses. There has been no change in the valuation method adopted.
Note 2: The Fair value of investment properties as at 31st March 2024 & as at 31st March 2023 are based on the valuation by a
Registered valuer as defined in Rule 2 of Companies (Registered valuer and Valuation) Rules, 2017.

2022-23
165
(₹ in Lacs)
Non-current Current
4 INVESTMENT IN ASSOCIATES As at 31 March As at As at As at
2024 31 March 2023 31 March 2024 31 March 2023
(valued at cost unless stated otherwise)
Unquoted equity instruments - fully paid
Investment in associates
241,500 (previous Year 195,500) shares of 100
L.E (Egyptian Pound) each in Ultra for Medical 712.87 764.20 - -
Products (U.M.I.C) S.A.E., Egypt
Total 712.87 764.20

Aggregate amount of Unquoted Investment 712.87 764.20 - -
Aggregate provision for diminuation in the - -
- -
value of Investment
Financial assets measured at Equity method - -
712.87 764.20
(net of provision)
Financial assets measured at fair value through - -
- -
profit and loss
(₹ in Lacs)
Non-current Current
5 OTHER INVESTMENT As at As at As at As at
31 March 31 March 31 March 31 March
2024 2023 2024 2023
Investment measured at fair value through profit and loss
Unquoted
In Liquid Mutual Funds
Axis StrategicBond (G) - - 4,594.15 4,257.10
HDFC Medium Term Debt Fund-Regular Plan-Growth - - 221.05 205.68
ICICI Prudential-Equity & Commodities Mutual Funds - - 48.81 39.78
Kotak Asset AllocRP (G) - - 2,843.70 2,164.11
Kotak Corporat BndRP (G) - - 538.28 500.53
NIPPON INDIA Corporate Bond Fund(G) - - 2,670.23 2,475.93
Parag Parikh Flexi Cap Fund - Regular Plan - Growth - - 2,821.26 2,014.30
DSP Savings (G) - - 216.61 201.80
Investment measured at Amortized Cost 2,044.15 - - 543.13
Motilal Oswal Wealth Limited"
Total 2,044.15 - 13,954.10 12,402.35
Aggregate amount of Unquoted Investment 2,044.15 - 13,954.10 12,402.35
Aggregate provision for diminution in the value of Investment - - - -
Financial assets measured at amortised cost (net of provision) 2,044.15 - - 543.13
Financial assets measured at fair value through profit and loss - - 13,954.10 11,859.22
5.1 Investments made by the company other than those with a maturity of less than one year, are intended to be held for long term.
5.2 In absence of the active market and non-availability of quotes on recognised stock exchange, investment in fixed maturity plan and
liquid mutual funds are disclosed as unquoted and fair value is assessed based on NAV of respective funds.

166
(₹ in Lacs)
Non-current Current
6 LOANS As at As at As at As at
2024 2023 2024 2023
Considered good- Unsecured:
Loans and advances to employees - - 23.00 29.77
Total - - 23.00 29.77
(₹ in Lacs)
Non-current Current
7 OTHER FINANCIAL ASSETS As at As at As at As at

2024 2023 2024 2023
Security Deposits
Considered good 603.84 435.61 104.84 141.64

Considered doubtful - - 11.42 10.12
Less: Provision for doubtful deposits - - (11.42) (10.12)
Interest accrued on bank deposits / Loan and Advances 17.60 23.57 431.96 461.20
Dividend / Governing council share from associates - - 112.35 97.26
Other financial assets # - - 634.54 37.33
Non-current bank balances (refer note 12) 709.53 673.86 - -
Total 1,330.97 1,133.04 1,283.69 737.43
# Includes ` 2.33 lacs (` 2.33 lacs) paid under protest for enhanced cost of land, contested in Hon’ble Punjab and Haryana High Court.
(₹ in Lacs)
As at As at
7.1 Movement in the provision for doubtful deposits 31 March 31 March
2024 2023
Movement in the amount of provision (Net) 1.30 3.44
Balalnce at the end of the year 11.42 10.12
(₹ in Lacs)
Non-current Current
8 OTHER ASSETS As at As at As at As at
2024 2023 2024 2023
Capital Advances
Considered Good 3,205.19 3,700.67 - -
Considered Doubtful 18.86 18.86 - -
Less: Provision for doubtful advances (18.86) (18.86) - -
Other loans and advances

Advance for goods / services
Considered Good - - 1,093.09 887.62
Balance with revenue authorities - - 1,784.82 2,619.67
"Amount deposited against Custom/ GST matter under 33.46 31.84 - -
show cause/ appeal."
2022-23
167
Advance tax/ tax deducted at source (net of provision) 20.36 20.55 2.33 20.75
Prepaid Expenses 47.93 60.19 314.02 868.52
GST, Custom & Service tax refundable - - 1,727.61 819.88
Export benefits receivable - - 197.24 110.77
Total 3,306.94 3,813.25 5,119.13 5,327.22
As at As at
8.1 Movement in provison for doubtful advances
31 March 2024 31 March 2023
Movement in amount of provision (Net) - (97.50)
(₹ in lacs)
9 INVENTORIES As at 31 March 2024 As at 31 March 2023
(Valued at lower of cost and net realisable value)
Raw Materials including packing materials 12,341.22 10,960.88
Goods-in transit 1,169.76 631.02
Work-in-progress 4,525.76 3,356.41
Finished Goods 2,805.55 5,128.26
Stock-in-trade 250.11 176.90
Stores and spares 1,010.64 612.01
Total 22,103.04 20,865.48
9.1 Inventories are hypothicated with bankers against working capital limits (Refer Note No. 19.2)
(₹ in lacs)
10 TRADE RECEIVABLES As at 31 March 2024 As at 31 March 2023
Considered good- Unsecured 26,993.88 23,543.20
Considered Doubtful 299.17 187.85
Less: Provision for Doubtful Debts (299.17) (187.85)
Total 26,993.88 23,543.20

Trade receivable includes:
Due from Ultra For Medical Products (UMIC), being associate company 697.30 647.23
Movement in the provision for doubtful debts As at 31 March 2024 As at 31 March 2023
Addition/(Deletion) 111.32 149.95
The concentration of credit risk is limited due to large and unrelated customer base.
Trade receivables are usually on trade terms based on credit worthiness of customers as per the terms of contract with customers.

168
Trade Receivables - Ageing Schedule

Particulars Less than 6 6 months - More than 3
months 1 year years
(i) Undisputed Trade receivables – 20,380.95 5,086.09 500.68 289.00 353.89 652.74 27,263.36
considered good
(ii) Undisputed Trade Receivables – - - - - -
which have significant increase in 3.18 3.18
credit risk (considered good)
(iii) Undisputed Trade Receivables – - - - - - - -
credit impaired
(iv) Disputed Trade Receivables – - - - - - - -
considered good
(v) Disputed Trade Receivables – - - - 0.49 7.65
which have significant increase in 15.16 23.30
(vi) Disputed Trade Receivables – - - - - - - -
credit impaired
27,293.04
Trade Receivables - Ageing Schedule
Particulars Less than 6 6 months - More than 3
months 1 year years
(i) Undisputed Trade receivables – 13,830.13 8,454.19 573.97 326.80 281.88 237.04 23,704.01
considered good
(ii) Undisputed Trade Receivables –
which have significant increase in - 4.48 - - - 6.69 11.17
(iii) Undisputed Trade Receivables –
- - - - - - -
credit impaired
(iv) Disputed Trade Receivables –
- - - - - - -
considered good
(v) Disputed Trade Receivables –
which have significant increase in - - - - - 15.86 15.86
(vi) Disputed Trade Receivables –
- - - - - - -
credit impaired
23731.04

2022-23
169
(₹ in lacs)
11 CASH AND CASH EQUIVALENTS
2024 2023
Balances with Banks

In current accounts 1,186.89 676.88
In deposit accounts, with less than 3 months maturity period - -
Cheque in hand - -
Total 1,205.31 706.24
There are no repratriation restrictions with regard to cash & cash equivalents as at the end of reporting year and prior year.
(₹ in lacs)
Non-current Current
12 OTHER BANK BALANCES As at 31 As at 31 As at 31 As at 31
Unclaimed dividend accounts - - 41.25 36.92
Held as margin money 670.25 540.97 - -
Deposits with more than 3 months but less than 12 months - - 13,439.27 17,020.16
maturity period
Deposits with more than 12 months maturity period 39.28 132.89 - -

Amount disclosed under the head “other Non Current Finan- (709.53) (673.86) - -
cial Assets” (Refer note 7)
Total - - 13,480.52 17,057.08

13 EQUITY SHARE CAPITAL
No. of Shares ₹ in Lacs No. of Shares ₹ in Lacs
Authorized share Capital
Equity Shares of ₹ 5 each 12,00,00,000 6,000.00 12,00,00,000 6,000.00
Issued, subscribed & paid up shares

Equity Shares of ₹ 5 each fully paid up 95,971,417 4,798.58 95,944,342 4,797.23
Total 95,971,417 4,798.58 95,944,342 4,797.23
13.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Particulars
No. of Shares ₹ in Lacs No. of Shares ₹ in Lacs
At the beginning of the year 95,944,342 4,797.23 95,900,342 4,795.02
Add: Issued during the year by way of ESOP 27,075 1.35 44,000 2.20
Outstanding at the end of year 95,971,417 4,798.58 95,944,342 4,797.23
13.2 Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ₹ 5 (₹ 5). Each holder of equity shares is entitled to one
vote per share. The Company declares and pays dividends in Indian rupees. The final dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

170
13.3 Details of shareholders’ holding more than 5% shares in the company

Particulars
No. of Shares % of Holding No. of Shares % of Holding
Equity Share of ₹ 5 each (Previous Year ₹ 5 each)
M/s Ezekiel Global Business Solutions LLP 12,361,320 12.88% 12,361,320 12.88%
Mr. Rishi Baid 9,766,356 10.18% 9,893,048 10.31%
M/s Zetta Matrix Consulting LLP 8,322,160 8.67% 8,322,160 8.67%
Mr. Himanshu Baid 7,907,624 8.24% 7,907,624 8.24%
The aforesaid disclosure is based upon percentages computed separately for each class of shares outstanding, as at the balance
sheet date. As per records of the company, including its register of shareholders / members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
13.4 Detail of Shares held by promoters at the end of the year

As at March 31, 2024 As at March 31, 2023 % change during
S. No Promoter name
No. of shares % of total shares No. of shares % of total shares the year
1 Rishi Baid 9,766,356 10.18% 9,893,048 10.31% -1.28%
2 Himanshu Baid 7,907,624 8.24% 7,907,624 8.24% 0.00%
4 Vcb Trading LLP 3,541,144 3.69% 3,541,144 3.69% 0.00%
7 Rishi Baid HUF 2,780,000 2.90% 2,780,000 2.90% 0.00%
9 Vishal Baid 1,681,360 1.75% 1,681,360 1.75% 0.00%
10 Shaily Baid 1,188,000 1.24% 1,188,000 1.24% 0.00%
11 Shireen Baid 1,121,600 1.17% 1,121,600 1.17% 0.00%
12 Neha Baid 1,024,000 1.07% 1,024,000 1.07% 0.00%
13 Dhruv Baid 360,000 0.38% 360,000 0.38% 0.00%
14 Arham Baid 280,000 0.29% 280,000 0.29% 0.00%
15 Aaryaman Baid 280,000 0.29% 280,000 0.29% 0.00%
16 Madhu Kothari 151,200 0.16% 171,200 0.18% -11.68%
17 Vinay Kothari 56,000 0.06% 56,000 0.06% 0.00%
19 Zetta Matrix Consulting LLP 8,322,160 8.67% 8,322,160 8.67% 0.00%
Total 51,004,020 53.16% 51,150,712 53.31% -0.29%

2022-23
171

As at March 31, 2023 As at March 31, 2022
% change during
S. No Promoter name % of total
No. Of shares % of total shares No. Of shares the year
shares
1 Rishi Baid 9,893,048 10.31% 9,893,048 10.32% 0.00%
2 Himanshu Baid 7,907,624 8.24% 7,907,624 8.25% 0.00%
4 Vcb Trading LLP 3,541,144 3.69% 3,541,144 3.69% 0.00%
7 Rishi Baid HUF 2,780,000 2.90% 2,780,000 2.90% 0.00%
9 Vishal Baid 1,681,360 1.75% 1,681,360 1.75% 0.00%
10 Shaily Baid 1,188,000 1.24% 1,188,000 1.24% 0.00%
11 Shireen Baid 1,121,600 1.17% 1,121,600 1.17% 0.00%
12 Neha Baid 1,024,000 1.07% 1,024,000 1.07% 0.00%
13 Dhruv Baid 360,000 0.38% 360,000 0.38% 0.00%
14 Arham Baid 280,000 0.29% 280,000 0.29% 0.00%
15 Aaryaman Baid 280,000 0.29% 280,000 0.29% 0.00%
16 Madhu Kothari 171,200 0.18% 171,200 0.18% 0.00%
17 Vinay Kothari 56,000 0.06% 56,000 0.06% 0.00%
19 Zetta Matrix Consulting LLP 8,322,160 8.67% - 0.00% 100.00%
Total 51,150,712 53.31% 42,828,552 44.67% 19.43%
13.5 Dividend paid during the year ended 31st March, 2024 represents amount of ` 2,878.33 lakhs towards final dividend for the year ended
31st March, 2023. Dividend declared by the company are based on profit available for distribution. On 17th May 2024 The Board Of
Directors of the Company have proposed final dividend of ` 3/- per share in respect of the year ended 31st March, 2024 subject to
approval at the Annual General Meeting and if approved would result in cash outflow of ` 2,879.14 lakhs.
13.6 Shares reserved for issue under Employees Stock option Plan:- Information relating to employees stock options plan, including
details of options issued, exercised and lapsed during the financial year and option outstanding as at the end of the reporting period
are set out in note no. 44.
14 OTHER EQUITY As at 31 March 2024 As at 31 March 2023

Capital Reserves
Surplus on re-issue of forfeited shares 13.19 13.19
Application money received on Preferential Warrants issued to promoters forfeited 33.79 33.79
Capital reserve on change in interest in equity of associates 404.29 491.98

Securities Premium
Share Issue Expenses(net of deferred tax)
Adjustment of deferred tax amount on share issue expenses adjusted from securities (34.92) (34.91)
premium account

172

Share Based Payment Reserve Account
Addition (deletion) during the year (Net of lapses) 109.48 78.02
General Reserve
Add: Transferred from Surplus in Statement of Profit and Loss 2,500.00 2,500.00
Surplus in statement of Profit and Loss

Add: Additions during the year 25,825.97 17,928.25
Less: Dividend Paid (2,878.33) (2,397.95)
Less: Transferred to General Reserve (2,500.00) (2,500.00)
Less: Share from associate adjusted (137.32) (159.56)
Other Comprehensive Income (OCI)

Re-measurement gains/(loss) of defined benefit plans (net of tax)
Foreign Currency Translation Reserve:-
Shares in reserves in associates 51.70 46.23
Grand Total 142,206.77 119,365.49
Nature and Purpose of Reserves:

a) Capital Reserve: Capital Reserve represents surplus on re-issue of forfeited shares and also forfeiture of application money on preferential
warrants issued and is not available for distribution as dividend.
b) Securities Premium: Securities Premium is used to record premium on issue of shares. The reserve can be utilised only for limited
purpose in accordance with the provisions of Companies Act, 2013.
c) Share Based Payment Reserve Account: Share Based Payment reserve account is used to recognise grant date fair value of options
issued to employees under employee stock option plan.
d) General Reserve: The General Reserve is a free reserve which is used from time to time to transfer profits from/ to retained earning for
appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of
other comprehensive income, items including in General Reserve will not be reclassified subsequently to statement of profit or loss.
e) Surplus Statement of Profit and loss: This represents undistributed earnings accumulated by the Group as at Balance sheet date.
f) Foreign Currency Translation Reserve: This reserve represents translation of financial statments of foreign subsidiaries with functional
currencies other than Indian rupee and is recognised in other comprehensive income and is presented within equity in foreign currency
translation reserve.The cumulative amount is reclassified to statement of profit and loss when net investment is disposed off/liquidated/
classified as held for sale.

2022-23
173
(₹ in lacs)
Non-current Current
15 BORROWINGS As at 31 March As at 31 March As at 31 March As at 31 March
2024 2023 2024 2023
Secured - At Amortized Cost
(i) Term loans
from banks - 1,155.77 1,095.52 2,205.09
(ii) Deferred payment liabilities 108.81 - 345.22 -
Unsecured - At Amortised Cost
(i) Term loans from banks in foreign subsidiaries - 594.35 381.01 -
Amount disclosed under the head “Borrowings -
- - (1,821.75) (2,205.09)
Current ” (note 19)
Total 108.81 1,750.12 - -
Non-current Current
15.1 Term loan comprises the following: As at 31 March As at 31 March As at 31 March As at 31 March
2024 2023 2024 2023
From Bank
Foreign Currency Loan## - 1,155.77 1,095.52 2,205.09
Term loans related to foreign Subsidiary - 594.35 - -
15.2 Terms of repayment:

Weighted Outstanding as Annual repayment schedule
Install-
Particular average Rate of at 31.03.2024
ment 2024-25 2025-26 2026-27 2027-28
interest (P.A.)
Foreign Currency Loan ## 5.13% Quarterly 1,096.24 1,096.24 - - -
15.3 Details of security:

a Term Loans from State Bank of India are secured by first charge on entire fixed assets of the (including Plant & Machinery, Office Equipment
Furniture & Fixtures and other Fixed Assets) of the Company (Present & future), including equitable mortgage of factory land & buildings,
located at Plot no. 104 & 105, Plot no. 115 & 116, Sector 59, HSIIDC Industrial Estate, Faridabad (Haryana), Plot no.113, HUDA Industrial
Area, Sector 59, Faridabad (Haryana) and Second Pari passu charge on Stock & Receivables of the Company.
b Foreign Currency Loan (ECB) from HSBC Bank (Mauritius) Ltd. is secured by first pari passu charge on entire fixed assets of the Company
including land, building and other fixed assets (including Plant & Machinery, Office Equipment and Furniture & Fixtures and all other Fixed
Assets) of the Company (Present & Future), situated at Plot no. 104 & 105, 115 & 116, HSIIDC, Sector-59, Faridabad, Plot No. 113, Huda,
Sector 59, Faridabad, Plot no. 17, SIDCUL, Haridwar and Plot No. PA-010-019, Light Engineering, SEZ, Jaipur and second pari passu charge
on stock and receivables of the Company.
Foreign Currency Loan (ECB) from HSBC Bank (Mauritius) Ltd. is secured by first pari passu charge with State Bank of India on entire fixed
assets of the Company, including land, building and other fixed assets (including Plant & Machinery) of the Company (Present & Future),
situated at Plot no. 104 & 105, 115 & 116, HSIIDC Industrial Estate, Sector-59, Faridabad, Plot no. 113, HUDA Industrial Area, Sector 59,
Faridabad, Plot no. 17, SIDCUL, Haridwar, Plot no. PA-010-019, Light Engineering, SEZ, Jaipur & also first pari-passu charge with HSBC,
India on entire fixed assets of the Company Including land, building and other fixed assets (including Plant & Machinery) of the Company
Present & Future), situated at Plot no. 34, Sector 68, IMT, Faridabad and second pari passu charge with other term lenders i.e. State Bank
of India, Citi Bank, HSBC, Mauritius and HSBC, India on stock and receivables of the Company.
c) Deferred payment liabilities represents assets acquired on deferred credit terms.

174
15.4 a) As on the balance sheet date, there are no defaults in repayment of loans and interest thereon.
b) The borrowings obtained by the Group from banks have been applied for the purpose for which loans were taken.
c) There are no charges or satisfaction of charges which are yet to be registered with the Registrar of Companies beyond statutory
period except as under:-
Brief description of satis-

Location of Registrar Period Reason for delay
faction of charge
Charge of ` 3581.54 lacs Registrar of Companies Delhi & FY 2021-22 Pending at HSBC Bank level. The
on borrowing from HSBC Haryana company is following up with
HSBC Bank (Mauritius) for charge
satisfaction.
d) The company is required to maintain debt covenants and the company has complied with all the debt covenants in both year ended
31st March 2024 and 31st March 2023.
e) The company has not been declared as a wilful defaulter by any bank or financial institution or goverment or any goverment
authority.
(₹ in lacs)
16 OTHER NON-CURRENT FINANCIAL LIABILITIES 2024 2023
Security Deposits from Agents / Others 69.40 65.66
Deferred interest on deferred payment liability 3.42 -
Total 72.82 65.66
(₹ in lacs)
Non-current Current
17 PROVISIONS As at 31 March As at 31 March As at 31 March As at 31 March
2024 2023 2024 2023
Provision for employee benefits
Gratuity 191.33 172.39 27.47 17.24
Leave Encashment 228.80 136.66 26.74 20.97
Others (benefit obligations of foreign subsidiaries) 178.85 151.18 2.98 -
Provision for CSR expense - - - 16.99
Total 598.98 460.23 57.19 55.20

2022-23
175
18 DEFERRED TAX LIABILITIES

In accordance with IND AS - 12, the company has accounted for deferred taxes during the year as under:
Following are the major components of Deferred Tax Liabilities and Deferred Tax Assets:
(₹ in lacs)
As at 31 March 2024
Balance Rec-
Particulars Rec- Adjusted Net Deferred
as at ognised Deferred
ognised in in Other Deferred Tax
April 1 in profit & Tax Assets
OCI Equity Tax Liability
2023 loss
Property, plant and equipment and
1,734.47 637.12 - - 2,371.59 2,371.59 -
intangible assets
Provision for defined benefit plan -
(69.79) (49.60) - - (119.39) - (119.39)
P&L
Provision for defined benefit plan - OCI 34.17 - (28.43) - 5.74 5.74 -
Provision for Bonus (34.03) 19.19 - - (14.84) - (14.84)
Provision for doubtful debts and
(54.58) (27.53) - - (82.11) - (82.11)
advances
(48.27) 26.24 - - (22.03) - (22.03)
Sec 43A of income tax act.
IND AS 116 (2.75) (2.95) - - (5.70) - (5.70)
(69.82) - - 34.91 (34.91) - (34.91)
other equity
54.06 295.93 - - 349.99 349.99 -
Deferred Tax (Assets) / Liabilities 1,543.47 898.41 (28.43) 34.91 2,448.34 2,727.32 (278.98)
(₹ in lacs)
As at 31 March 2023
Balance Rec-
Particulars Rec- Adjusted Net Deferred
as at ognised Deferred
ognised in in Other Deferred Tax
April 1 in profit & Tax Assets
OCI Equity Tax Liability
2022 loss
Property, plant and equipment and
1,528.07 206.40 - - 1,734.47 1,734.47 -
intangible assets
Provision for defined benefit plan -
(75.72) 5.93 - - (69.79) - (69.79)
P&L
Provision for defined benefit plan - OCI 29.19 - 4.98 - 34.17 34.17 -
Provision for Bonus (1.35) (32.68) - - (34.03) - (34.03)
Provision for doubtful debts and
(39.63) (14.95) - - (54.58) - (54.58)
advances
(45.64) (2.63) - - (48.27) - (48.27)
IND AS 116 (6.93) 4.18 - - (2.75) - (2.75)
(104.73) - 34.91 (69.82) - (69.82)
other equity
330.08 (276.01) - - 54.06 54.06 -
Deferred Tax (Assets) / Liabilities 1,613.34 (109.76) 4.98 34.91 1,543.47 1,822.70 (279.23)

176
18.1 Movement on the deferred tax account is as follows:

(₹ in lacs)
Particulars 2024 2023
(Credit)/ Charge to the statement of profit and loss 898.41 (109.76)
(Credit)/ Charge to other comprehensive income (28.43) 4.98
Adjusted in Other Equity 34.91 34.91
Balance at the end of the year 2,448.34 1,543.47
(₹ in Lacs)
19 BORROWINGS - CURRENT 2024 2023
Secured - from banks
Cash / Export Credit Loan 15,090.90 10,688.18
Current maturities of long-term borrowings (Refer note no. 15) 1,821.75 2,205.09
Total 16,912.65 12,893.27
Working Capital limits from State Bank of India, Citi Bank N.A., The Hongkong & Shanghai Banking Corporation Limited and HDFC
Bank Limited are secured by way of first pari-passu charge on entire current assets of the Company (present & future), including
19.1
stocks of raw materials, stock in process, finished goods, stores & spares lying at factories , godowns or elsewhere (including goods in
transit) and book debts / receivables and further secured by second pari-passu charge on entire residual fixed assets of the company.
The company have borrowings from banks on the basis of security of current assets. The company has complied with the requirement
19.2 of filing of monthly/quarterly returns/ statements of current assets with the bank and these returns are in agreement with the books
of accounts for the year ended 31st March 2024 and 31st March 2023
(₹ in Lacs)
20 TRADE PAYABLES 2024 2023
Total outstanding dues of micro enterprises and small enterprises 1,422.61 1,387.17
Total outstanding dues of trade payables and acceptances other than above 8,137.15 7,844.31
Total 9,559.76 9,231.48
The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) has
been determined to the extent such parties have been identified by the company, on the basis of information and records available
with them. This information has been relied upon by the auditors.
(₹ in Lacs)
the principal amount and the interest due thereon (to be shown separately) remaining
a
unpaid to any supplier at the end of each accounting year;
- Principal Amount 1,422.61 1,387.17
- Interest due
the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and
b Medium Enterprises Development Act, 2006, along with the amount of the payment made - -
to the supplier beyond the appointed day during each accounting year;
the amount of interest due and payable for the period of delay in making payment (which
c have been paid but beyond the appointed day during the year) but without adding the interest - -
specified under the Micro, Small and Medium Enterprises Development Act, 2006
the amount of interest accrued and remaining unpaid at the end of each accounting year;
d - -
and
the amount of further interest remaining due and payable even in the succeeding years, until
such date when the interest dues above are actually paid to the small enterprise, for the
e - -
purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small
and Medium Enterprises Development Act, 2006.

2022-23
177
Ageing Schedule
year years
(i) MSME 1,422.61 - - - - 1,422.62
(ii) Others 6,141.94 1,309.87 42.29 29.64 43.61 7,567.35
(iv)Disputed dues - Others - - - - - -
Total 7,564.55 1,309.87 42.29 29.64 43.61 8,989.97
9,559.76
Ageing Schedule
year years
(i) MSME 1,387.17 - - - - 1,387.17
(ii) Others 4,975.49 2,454.29 71.92 13.50 26.34 7,541.54
(iv)Disputed dues - Others - 4.56 - - - 4.56
Total 6,362.66 2,458.85 71.92 13.50 26.34 8,933.28
9,231.48
Notes: 1) The amount of trade payables are unsecured and non interest bearing and are usually on varying trade term.
2) The amounts falling in the category of more than one year are related to pending obligations on the part of suppliers/vendors as
per agreed terms and conditions mentioned in purchase order/contract.
(₹ in Lacs)
21 OTHER CURRENT FINANCIAL LIABILITIES As at 31 March 2024 As at 31 March 2023
Interest accrued but not due on borrowings 11.88 24.02
Interest accrued and due on borrowings / Security deposits 0.61 3.26
Unpaid dividends 41.25 36.92
Other payables
Employees related liabilities 3,289.38 2,513.34
Liability on account of outstanding forward contracts 6.22 21.95
Payables for capital goods 1,625.74 953.81
Other financial liabilities 239.48 105.33
Total 5,214.56 3,658.63
The company have transfered ` 4.21 lacs (31st March 2023 ` 3.87 lacs) out of unclaimed dividend to Investor Education and
Protection Fund of Central Government in accordance with the provisions of section 124 of Companies Act. 2013. There are no
outstanding dues to be paid to Investor Education and Protection Fund.

178
(₹ in Lacs)
22 OTHER CURRENT LIABILITIES As at 31 March 2024 As at 31 March 2023
Advance from customers 1,003.93 2,081.21
Other payables - -
Statutory dues 1,828.42 1,195.55
Others 6.60 7.77
Total 2,838.95 3,284.56
23 CURRENT TAX LIABILITIES (NET) As at 31 March 2024 As at 31 March 2023

Provision for Tax (Net of prepaid taxes of ` 7,337.22 lacs) (Including for
355.97 83.76
foreign subsidiaries ` 55.86 lacs (PY Nil)
Total 355.97 83.76
(₹ in Lacs)
24 REVENUE FROM OPERATIONS 31 March 2024 31 March 2023
Sale of products
Manufactured goods 135,654.01 110,032.43
Traded Goods 915.36 833.39
Other operating revenues
Export and other Incentives 786.46 496.31
Sale of scrap 223.80 160.91
Total 137,579.63 111,523.04
The Disclosures as required by Ind-AS 115 are as under :

The Company disaggregates revenue based on nature of products/geography as under : 31 March 2024 31 March 2023
The revenue disaggregates is as under :
Revenue based on Geography
Sales
Domestic 40,771.59 34,400.52
Export 88,943.06 71,746.76
Sales related to foreign Subsidiaries 6,854.72 4,718.54
Other operating revenue
Domestic-Export and other incentives and Scrap 1,010.26 657.22
Total 137,579.63 111,523.04
Revenue based on Nature of Products

Medical Devices 136,569.37 110,865.82
Export and other incentives 786.46 496.31
Scrap 223.80 160.91
Total 137,579.63 111,523.04

2022-23
179
(₹ in Lacs)
Reconciliation of Revenue 31 March 2024 31 March 2023
Gross value of contract price 137,095.83 111,320.13
Less : Variable components i.e.,Rebate & discount 526.46 454.31
Other operating revenue 1,010.26 657.22
Revenue from operations as recognised in financial statement 137,579.63 111,523.04
Reconciliation of Advance received from Customers As At As At

31 March 2024 31 March 2023
Less : Revenue recognised out of balance of advance received from customer at beginning of 1,958.67 1,199.93
year
Add : Advance received during the year from customers for which performance obligation is not 881.39 1,982.45
satisfied and shall be recognised as revenue in next year
Balance at the close of the year 1,003.93 2,081.21
The Company have orders in hand as at 31st March 2024 for ` 20,628.12 lacs, for which performance obligation amounting to ` 20,628.12
lacs will be recognized as revenue during the next reporting year.
(₹ in Lacs)
25 OTHER INCOME 31 March 2024 31 March 2023
Lease Rental 32.40 32.40
Interest Income
Interest Income on Fixed and other Deposits 1,149.27 586.44
Gain/loss on purchase of Bond/Debenture 261.37 -
Interest Income from Financial Assets Measured at Amortised Cost 34.29 10.96
Dividend/ Governing Council Share - -
Other non-operating income
Rental Income from Investment Property 0.20 1.80
Government Grants and Subsidies 324.12 325.19
Income from Mutual Funds - 935.50
Miscellaneous Income 299.66 295.56
Other Gain
Provisions / Liabilities no longer required written back (net) 51.36 21.23
Gain on fixed assets sold/discarded 62.28 10.03
Gain on Foreign Exchange Fluctuation (net) 1,564.98 1,399.43
Unrealised gain on valuation of mutual funds measured at fair value through profit or loss 2,094.88 -
Total 5,874.81 3,618.54
(₹ in Lacs)
26 COST OF RAW MATERIALS INCLUDING PACKING MATERIALS CONSUMED 31 March 2024 31 March 2023
Raw Material Consumed
Inventory at the beginning of the year 9,673.62 8,364.47
Cost of raw material consumed (A) 37,548.67 34,015.73

180
(₹ in Lacs)
Particulars 31 March 2024 31 March 2023
Packing Material Consumed
Inventory at the beginning of the year 1,287.26 853.46
Cost of packing material consumed (B) 8,929.78 8,415.42
Total (A+B) 46,478.45 42,431.15
The above consumption figures are disclosed on the basis of derived figures and are after adjusting excesses and shortages ascertained
on physical count, unserviceable items, etc.
(₹ in Lacs)
CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN- Year ended Year ended (Increase)/
27 31 March 2024 31 March 2023
PROGRESS AND STOCK-IN-TRADE Decrease
Inventories at the end of period
Finished Goods and Stock in Trade 3,055.66 5,305.17 2,249.51
Work in progress 4,525.76 3,356.41 (1,169.35)
Total 7,581.42 8,661.58 1,080.16
(₹ in Lacs)
Year ended Year ended (Increase)/
31 March 2023 31 March 2022 Decrease
Inventories at the beginning of year
Finished Goods and Stock in Trade 5,305.17 3,735.05 (1,570.12)
Work in progress 3,356.41 2,561.59 (794.82)
Total 8,661.58 6,296.64 (2,364.94)
(₹ in Lacs)
28 EMPLOYEE BENEFITS EXPENSES 31 March 2024 31 March 2023
Salaries, wages and bonus 22,612.75 18,676.64
Contribution to Provident Fund and others 1,479.23 1,230.18
Share based payment to employees 211.44 192.74
Staff Welfare Expenses 287.74 175.02
Total 24,591.17 20,274.58
(₹ in Lacs)
29 RESEARCH AND DEVELOPMENT EXPENSES 31 March 2024 31 March 2023
Revenue Expenditure charged to statement of profit and loss
Cost of components and Material Consumed (Net) 1,232.85 1,102.85
Employee benefits expenses 559.76 517.79
Power and Fuel 38.43 38.78
Travelling & Conveyance 19.58 23.32
Other Misc Expenses 22.29 48.02
Legal & Professional Charges 19.72 45.28
R&D expenditure relating to Foreign subsidiary 3.39 4.21
Total amount spent on Research and Development 1,896.02 1,780.25

2022-23
181
(₹ in Lacs)
30 FINANCE COST 31 March 2024 31 March 2023
Interest expense
Interest on loans 976.11 558.96
Interest on Income Tax 14.47 5.34
Exchange difference to the extent considered as an adjustment to interest costs 36.68 261.19
Interest on Lease Liabilities 42.48 28.82
Others
Other amortised borrowing costs 60.35 29.55
Total 1,130.09 883.86
(₹ in Lacs)
31 DEPRECIATION AND AMORTISATION EXPENSES 31 March 2024 31 March 2023
Depreciation of tangible assets 5,895.37 5,296.74
Amortisation of intangible assets 349.11 291.94
Depreciation of investment properties 1.59 4.31
Amortisation of Right of Use 146.57 123.69
Total 6,392.65 5,716.68
(₹ in Lacs)
32 OTHER EXPENSES Year ended Year ended
31 March 2024 31 March 2023
Consumption of stores and spare parts 2,712.82 2,147.70
Power and Fuel 4,428.93 3,858.53
Job Work Charges 9,244.78 7,962.86
Other Manufacturing Expenses 213.27 234.07
Repairs to Building 130.97 88.91
Repairs to Machinery 153.44 160.97
Repairs to Others 123.75 66.79
Insurance (Net) 430.71 322.95
Short term lease 222.65 192.96
Rates, Taxes & Fee 141.02 77.57
Travelling & Conveyance 2,327.83 1,717.97
Legal & Professional Fees 1,560.96 1,337.13
Auditors' Remuneration 19.48 19.46
Commission and Sitting Fees to Non-Executive Directors 145.75 140.50
Donations 224.99 187.32
Bank Charges 226.12 201.88
Advertisement 13.16 11.34
Commission on sales 706.88 692.09
Freight & Forwarding (Net) 1,199.42 741.22
Business Promotion 325.89 273.80
Exhibition Expenses 391.19 332.73
Rebate, Discounts & Claims 88.82 47.52
Provision for Doubt ful debts / Advances (net) 112.62 59.39
Bad debts / Misc. Balances written off 118.27 14.22
CSR Expenditure 573.91 315.34
Communication expense 84.77 77.79
Unrealised loss on valuation of mutual funds measured at fair value - 400.69
through profit or loss
Listing fees 8.62 12.37
Premium on purchase of Bond/Debenture 116.06 -
Other Miscellaneous Expenses 962.44 646.15
Total 27,009.52 22,342.22

182

Payment to Auditors 31 March 2024 31 March 2023
Audit Fee 14.69 14.69
Limited Review of Results 3.00 3.00
In other capacity
(a) For certification work 0.39 0.52
(b) For Others 0.32 0.49
Reimbursement of expenses 1.08 0.76
Total 19.48 19.46
(₹ in Lacs)
33 TAX EXPENSES 31 March 2024 31 March 2023
Tax expenses comprises of:
Current Tax (Including Current Tax of ` 283.89 lacs for foreign subsidiaries (PY ` 42.65 lacs) 7,693.19 5,912.91
Earlier year tax adjustment (net) 9.34 17.74
Deferred tax 898.41 (109.76)
Total 8,600.94 5,820.89

Reconciliation of tax expenses and accounting profit multiplied by Indian tax rate 31 March 2024 31 March 2023
Profit before tax and share of profit from associates 34,174.23 23,556.47
Applicable tax rate 25.17% 25.17%
Tax at the Indian tax rate of 25.17% (Previous year 25.17%) 8,601.65 5,929.16
Tax adjustment on account of profit of subsidiary company on consolidation 111.52 74.42
Adjustment of expenses disallowed under income tax (350.48) (6.02)
Adjustment of expenses allowable under income tax (63.91) (103.94)
Other allowable deduction (605.59) 17.54
Current Tax (Normal Rate) 7,693.19 5,911.16
Additional Current Tax due to Special Rate - 1.74
Current Tax (A) 7,693.19 5,912.91
Incremental Deferred tax Liability on timing Differences (Net) 898.41 (109.76)
Deferred Tax (B) 898.41 (109.76)
Tax expenses for earlier year (net) 9.34 17.74
Tax expenses recognised in the statement of profit and loss 8,600.94 5,820.89
Effective tax rate 25.17% 24.71%

2022-23
183
POLY MEDICURE LIMITED
Notes to Consolidated Financial Statements for the year ended 31 PRINCIPLES OF CONSOLIDATION
March, 2024 The consolidated financial statements relates to Poly Medicure
Limited (‘the Company’) and its subsidiary companies (the
CORPORATE AND GENERAL INFORMATION company and subsidiaries referred to as “Group”) and associates.
The consolidated financial statements have been prepared on the
Poly Medicure Limited (‘’the Company’’) is domiciled and following basis:
incorporated in India and its equity shares are listed at Bombay Stock
Exchange(BSE) and National Stock Exchange (NSE). The registered i) The financial statements of the Company and its subsidiaries
office of the company is situated at 232B, 3rd Floor, Okhla Industrial are combined on a line by line basis by adding together like
Estate, Phase III, New Delhi, India. items of assets, liabilities, equity, incomes, expenses and cash
flows, after fully eliminating intra-group balances and intra-group
The Group is a manufacturer/producer of Medical Devices. transactions.
The consolidated financial statements of the company for the year ii) Where the cost of the investment is higher/lower than the share
ended 31st March 2024 were approved and authorized for issue by of equity in the subsidiary/ associates at the time of acquisition,
the Board of directors in their meeting held on 17th May 2024 the resulting difference is disclosed as goodwill/capital reserve
in the investment schedule. The said Goodwill is not amortized,
STATEMENT OF COMPLIANCE however, it is tested for impairment at each Balance Sheet date
and the impairment loss, if any, is provided for in the consolidated
The financial statements are a general purpose financial statement statement of profit and loss.
which have been prepared in accordance with the Companies
Act 2013, Indian Accounting Standards and complies with other iii) In case of foreign subsidiaries, revenue items are consolidated
requirements of the law. at the average rate prevailing during the year. All assets and
liabilities are converted at rates prevailing at the end of the year.
BASIS OF PREPARATION
iv) Offset (eliminate) the carrying amount of the parent’s investment
These financial statements have been prepared complying in all in each subsidiary and the parent’s portion of equity of each
material respects as amended from time to time with the accounting subsidiary.
standards notified under Section 133 of the Companies Act 2013,
read with the Companies (Indian Accounting Standards) Rules as v) The difference between the proceeds from disposal of
amended. The financial statements comply with IND AS notified by investment in subsidiaries and the carrying amount of its assets
Ministry of Corporate Affairs (“MCA”). less liabilities as on the date of disposal is recognized in the
Consolidated Statement of Profit and Loss being the profit or
Accounting Policies have been consistently applied except where loss on disposal of investment in subsidiary.
a newly adopted or a revision to an existing accounting standard
requires a change in accounting policy hitherto in use. vi) Non Controlling Interest’s share of profit / loss of consolidated
subsidiaries for the year is identified and adjusted against
The preparation of the financial statements requires management the income of the group in order to arrive at the net income
to make estimates and assumptions. Actual results could vary from attributable to shareholders of the Company.
these estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates vii) Non Controlling Interest’s share of net assets of consolidated
are recognized in the period in which the estimate is revised, if the subsidiaries is identified and presented in the Consolidated
revision effects only that period or in the period of the revision and Balance Sheet separate from liabilities and the equity of the
future periods if the revision affects both current and future years. Company’s shareholders.
viii) Investment in Associates has been accounted under the equity

method as per Ind AS 28 -Investments in Associates and Joint
Ventures.
ix) Companies considered in the consolidated financial statements are::

Country of Holding as on Period of
Name of the Company
incorporation March 31, 2024 consolidation
Subsidiary
Poly Medicure (Laiyang) Company Limited, China - (Audited) China 100% Apr'23 to Mar'24
Polymed BV, Netherlands - Management certified- Unaudited Netherlands 100% Apr'23 to Mar'24
(Consolidated)
Plan 1 Health India Pvt Ltd. - (Audited) India 99.99% Apr'23 to Mar'24
Associates
Ultra For Medical Products Company (Ultra Med), Egypt 23% Jan'23 to Dec'23
Egypt - Management Certified


184
Classification of Assets and Liabilities into Current and Non- Current evaluation. The estimated useful life and residual values are
reviewed at the end of each reporting period with the effect of
The Group presents its assets and liabilities in the Balance Sheet any change in estimate accounted for on a prospective basis.
based on current/ non-current classification.
The estimated useful lives are as mentioned below:-
An asset is treated as current when it is:
Type of Assets Useful life as per Useful Life
Schedule II of the taken
a) expected to be realized or intended to be sold or consumed in Companies Act 2013
normal operating cycle;
Lease hold Land lease period lease period
b) held primarily for the purpose of trading; Building 30 30
Plant and Equipment 15 15-25
c) expected to be realized within twelve months after the reporting
period; or Furniture and Fixture 10 10
Office Equipment 5 5
d) cash or cash equivalent unless restricted from being exchanged
or used to settle a liability for at least twelve months after the Computer Equipment 3 3
reporting period. Vehicle 8 8
All other assets are classified as non-current. The company believes that the technically evaluated useful lives
of Automated Plant and Equipment different from Schedule-II
A liability is treated as current when : of companies Act 2013 best represents the Period over which
a) it is expected to be settled in normal operating cycle; assets are expected to be used.
b) it is held primarily for the purpose of trading; (iii) Component Accounting

When significant parts of property, plant and equipment are
c) it is due to be settled within twelve months after the reporting
required to be replaced at intervals, the Group derecognizes
period; or
the replaced part, and recognizes the new part with its own
d) there is no unconditional right to defer the settlement of the associated useful life and it is depreciated accordingly.
liability for at least twelve months after the reporting period Likewise, when a major inspection is performed, its cost is
recognized in the carrying amount of the plant and equipment
All other liabilities are classified as non-current. as a replacement, if the recognition criteria are satisfied. All
other repair and maintenance costs are recognized in the
Based on the nature of products and the time between the acquisition Statement of Profit and Loss as incurred. The present value
of assets for processing and their realization in cash and cash of the expected cost for the decommissioning of the asset
equivalents, the Group has ascertained its operating cycle being after its use is included in the cost of the respective asset if
a period within twelve months for the purpose of current and non- the recognition criteria for a provision are met.
current classification of assets and liabilities.
(iv) Stores and Spares which meets the definition of Property,
MATERIAL ACCOUNTING POLICIES plant and equipment and satisfying recognition criteria of Ind
AS - 16 are capitalized as Property, plant and equipment and
a Basis of Measurement until that in capital work in progress.
The Financial Statements of the group are consistently prepared
and presented under historical cost convention on an accrued (v) Lease Hold Assets are amortized over the period of lease.
basis in accordance with IND AS except for certain Financial
Assets and Financial Liabilities that are measured at fair value. (vi) Expenditure during construction/erection period is included
under Capital Work-in-Progress and is allocated to the
The financial statements are presented in Indian Rupees (ÌNR’), respective property plant and equipment on completion of
which is the Company’s functional and presentation currency and construction/ erection.
all amounts are rounded to the nearest Lacs (except otherwise
indicated). (vii)Property, plant and equipment are eliminated from financial
statement, either on disposal or when retired from active use.
b Property, plant and equipment Losses arising in the case of retirement of Property, plant
and equipment and gains or losses arising from disposal of
(i) Property, plant and equipment situated in India are carried at property, plant and equipment are recognized in Statement of
historical cost of acquisition, construction or manufacturing Profit and Loss in the year of occurrence.
cost, as the case may be less accumulated depreciation and
amortization. Freehold land is carried at cost of acquisition. (viii)The assets residual values, useful lives and methods of
Cost represents all expenses directly attributable to bringing depreciation are reviewed at each financial year end and
the asset to its working condition capable of operating in the adjusted prospectively, if appropriate.
manner intended.
(ix) Capital work in progress includes cost of Property, Plant and
(ii) Depreciation Equipment which are not ready for their intended use.
Depreciation on Property, plant and equipment is provided on
Straight Line Method over their useful lives and in the manner c Intangible assets:
specified in Schedule II of the Companies Act, 2013 except
in respect of certain categories of assets where the useful (i) Intangible assets are recognized when it is probable that
life of the assets has been assessed based on a technical the future economic benefits that are attributable to the

2022-23
185
assets will flow to the Group and the cost of the asset can be d Investment properties:
measured reliably. Intangible Assets are stated at cost which Investment properties are properties held either to earn rental
includes any directly attributable expenditure on making income or capital appreciation or for both but not for sale in the
the asset ready for its intended use. Intangible assets with ordinary course of business, use in production or supply of goods
finite useful lives are capitalized at cost and amortized on or services or for other administrative purposes. Investment
a straight-line basis. In respect of patents and trademarks, properties are initially measured at cost including transaction
useful life has been estimated by the management as 10 cost. Subsequent to initial recognition, investment properties
years unless otherwise stated in the relevant documents and are stated at cost less accumulated depreciation or impairment
in respect of SAP software as 10 year and other softwares as loss. Depreciation on investment properties are provided over
3 years. the estimated useful life and is not different than useful life as
mentioned in schedule II of the Companies Act 2013.
(ii) Software: Internally generated intangibles, excluding
capitalized development costs, are not capitalized and the Investment properties are derecognized either when they have
related expenditure is reflected in profit and loss in the period been disposed off or when they are permanently withdrawn
in which the expenditure is incurred. from use and no future economic benefit is expected from their
disposal. The difference between the net disposal proceeds and
The amortization period and the amortization method for an the carrying amount of the assets is recognized in profit or loss
intangible asset with a finite useful life are reviewed at least in the period of derecognized.
at the end of each reporting period. Changes in the expected
useful life or the expected pattern of consumption of future Though the Group measures investment properties using cost
economic benefits embodied in the asset are considered to based measurement, the fair value of investment properties is
modify the amortization period or method, as appropriate, and disclosed in the notes. Fair value of investment property is based
are treated as changes in accounting estimates. Intangible on the valuation by a registered valuer as defined in Rule 2 of
assets with indefinite useful lives (like goodwill, brands), if any, Companies (registered valuer and Valuation) Rules, 2017.
are not amortized, but are tested for impairment annually, either
individually or at the cash-generating unit level. The assessment e Research and development cost:
of indefinite useful life is reviewed annually to determine whether Research Cost:
indefinite life continues to be supportable. If not, the change in Revenue expenditure on research is expensed under the
useful life from indefinite to finite life is made on prospective respective heads of account in the period in which it is incurred
basis. and is grouped as “Research and development expenses”.
(iii) Goodwill represents the cost of business acquisition in excess Development Cost:
of the Group’s interest in the net fair value of identifiable Development expenditure on new product is capitalized as
assets, liabilities & Contingent liabilities of the acquiree. When intangible asset, if technical and commercial feasibility as per Ind
the net fair value of identifiable assets, liabilities & Contingent AS 38 is demonstrated, else charged to statement of profit and
liabilities acquired exceeds the cost of business acquisition, loss.
the bargain purchase excess is recognized after reassessing
the fair value of net assets acquired in the capital reserve. f Inventories:
Goodwill is measured at cost less accumulated impairment Raw materials, Packing materials, Stores and Spares are valued
losses. at lower of cost (on weighted moving average cost basis) and net
realizable value.
Goodwill is tested for impairment on an annual basis
and whenever there is an indication that goodwill may be Stock in process is valued at lower of cost (on weighted moving
impaired, relying, on number of factors including operating average cost basis) and net realizable value.
results, business plans and future cash flows. For the
purpose of impairment testing, goodwill acquired in business Finished goods are valued at lower of cost and net realizable
combination is allocated to the Group’s cash generating value. Cost for this purpose includes direct material, direct labor,
units (CGU) or groups of CGU’s expected to benefit from the other variable cost and manufacturing overhead based on normal
synergies arising from the business combination. A CGU is operating capacity and depreciation.
smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows Stock in Trade is valued at lower of cost and net realizable value
from the other assets or group of assets. Impairment occurs
when the carrying amount of a CGU including the goodwill, Scrap is valued at estimated realizable value.
exceeds the estimated recoverable amount of the CGU. The
recoverable amount of a CGU is the higher of its fair value g Financial instruments:
less cost to sell and its value-in-use. Value-in-use is the A financial instrument is any contract that at the same time gives
present value of the future cash flows expected to be derived rise to a financial asset of one entity and a financial liability or
from the CGU. equity instrument of another entity. Financial instruments are
recognized as soon as the Group becomes a contracting party to
Total impairment loss of a CGU is allocated first to reduce the the financial instrument. In cases where trade date and settlement
carrying amount of goodwill allocated to the CGU and then date do not coincide, for non-derivative financial instruments the
to other assets of the CGU pro-rata on the basis of carrying settlement date is used for initial recognition or derecognition,
amount of each asset in the CGU. An impairment loss on while for derivatives the trade date is used. Financial instruments
goodwill is recognized in net profit in the consolidated stated as financial assets or financial liabilities are generally not
Statement of Profit and Loss and is not reversed in the offset; they are only offset when a legal right to set-off exists at
subsequent period. that time and settlement on a net basis is intended.

186
h Financial assets: (iv) Loans and borrowings:

Financial assets include Investments, trade receivables, cash Interest bearing loans and borrowings are subsequently
and cash equivalents, derivative financial assets, loans and also measured at amortized cost using effective interest rate (EIR)
the equity / debt instruments held. Initially all financial assets method. Gains and losses are recognized in Statement of
are recognized at amortized cost or fair value through Other Profit and Loss when the liabilities are derecognized as well
Comprehensive Income or fair value through Statement of Profit or as through EIR amortization process. The EIR amortization is
Loss, depending on its business model for those financial assets included as finance cost in the Statement of Profit and Loss.
and their contractual cash flow characteristics. Subsequently,
based on initial recognition/ classification, where assets are (v) De-recognition of financial liabilities:
measured at fair value, gain and losses are either recognized A financial liability is derecognized when the obligation under
entirely in the statement of profit and loss (i.e. fair value through the liability is discharged or cancelled or expires. When an
profit or loss), or recognized in other comprehensive income (i.e. existing financial liability is replaced by another from the
fair value through other comprehensive income). same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an
(i) Investment in equity shares: exchange or modification is treated as the de-recognition of
Investment in equity securities are initially measured at fair the original liability and the recognition of a new liability. The
value. Any subsequent fair value gain or loss for investments difference in the respective carrying amounts is recognized in
held for investment is recognized through Statement of profit the Statement of Profit and Loss.
and loss.
(vi) Derivative financial instruments:
(ii) Investment in associates, joint venture and subsidiaries: The Group uses derivative financial instruments such as
The Company’s investment in subsidiaries and associates, forward currency contracts and options to hedge its foreign
joint venture are at carried at cost except where impairment currency risks. Such derivative financial instruments are
loss recognized. initially recognized at fair value on the date on which a
derivative contract is entered into and are subsequently re-
(iii) Trade receivables: measured at fair value. The gain or loss in the fair values is
Trade receivables are recognized initially at fair value and taken to Statement of Profit and Loss at the end of every
subsequently measured at amortized cost less credit loss/ period. Profit or loss on cancellations/renewals of forward
impairment allowances/ provision for doubtful debts. contracts and options are recognized as income or expense
during the period.
(iv) Loans & other financial assets:
Loans and other financial assets are financial assets with k Impairment of non-financial assets:
fixed or determinable payments that are not quoted in At each reporting date, the Group assesses whether there is
an active market. Such assets are recognized initially at any indication that a non-financial asset may be impaired. If
fair value plus any directly attributable transaction costs. any such indication exists, the recoverable amount of the non-
Subsequent to initial recognition, loans and other financial financial asset is estimated in order to determine the extent of
assets are measured at amortized cost using the effective the impairment loss, if any. Recoverable amount is determined:
interest method, less any impairment losses.
• In the case of an individual asset, at the higher of the Fair
i Impairment of Financial assets: Value less cost to sell and the value in use,
In accordance with Ind AS 109, the Group uses expected credit
loss (ECL) model for evaluating, measurement and recognition • In the case of cash generating unit (a group of assets that
of impairment loss. generates identified, independent cash flows) at the higher
of cash generating unit’s fair value less cost to sell and the
j Financial liabilities: value in use.
(i) Classification:
The Group classifies all financial liabilities as subsequently Where it is not possible to estimate the recoverable amount
measured at amortized cost, except for financial liabilities at of an individual non-financial asset, the Group estimates the
fair value through profit and loss. Such liabilities, including recoverable amount of the smallest cash generating unit to which
derivatives that are liabilities, shall be subsequently measured the non-financial asset belongs. The recoverable amount is the
at fair value. higher of an asset’s or cash generating unit’s fair value less costs
of disposal and its value in use. If the recoverable amount of a
(ii) Initial recognition and measurement: non-financial asset or cash generating unit is estimated to be less
All financial liabilities are recognized initially at fair value, in than its carrying amount, the carrying amount of the non-financial
the case of loans, borrowings and payables, net of directly asset or cash generating unit is reduced to its recoverable amount.
attributable transaction costs. Financial liabilities include Impairment losses are recognized immediately in the statement
trade and other payables, loans and borrowings including of Profit and Loss. Where an impairment loss subsequently
bank overdrafts and derivative financial instruments. reverses, the carrying amount of the non-financial asset or
cash generating unit is increased to the revised estimate of its
(iii) Subsequent measurement: recoverable amount. However, this increased amount cannot
All financial liabilities are re-measured at fair value through exceed the carrying amount that would have been determined
statement of profit and loss include financial liabilities held had no impairment loss been recognized for that non-financial
for trading and financial liabilities designated upon initial asset or cash generating unit in prior periods. A reversal of an
recognition as at fair value through statement of profit and impairment loss is recognized immediately in the statement of
loss. Financial liabilities are classified as held for trading if Profit and Loss.
they are incurred for the purpose of repurchasing in the near
term.

2022-23
187
l Foreign exchange transactions: scheme is treated as, Government Grant and is recognized
(i) Functional and presentation Currency: in Statement of Profit and Loss on fulfillment of associated
The functional and reporting currency of company is INR. export obligations.
(ii) Transaction and Balances: o Employees Benefits:

Foreign exchange transactions are accounted for at the i) Short term employee Benefit:
exchange rate prevailing on the date of transaction. All All employees’ benefits payable wholly within twelve months
monetary foreign currency assets and liabilities are converted rendering services are classified as short term employee
at the exchange rate prevailing at reporting date. All exchange benefits. Benefits such as salaries, wages, short-term
gain or loss arising on translation of monetary items are dealt compensated absences, performance incentives etc., and
with in statement of profit and loss. the expected cost of bonus, ex-gratia are recognized during
the period in which the employee renders related service.
m Revenue recognition:
The Group derives revenue from sale of manufactured goods ii) Defined Contribution Plan:
and traded goods. In accordance with Ind AS 115, the group Contributions to the Employees’ Provident Fund and
recognizes revenue from sale of products and services at a Employee’s State Insurance are recognized as Defined
time when performance obligation is satisfied and upon transfer Contribution Plan and charged as expenses in the year in
of control of promised products or services to customer in an which the employees render the services.
amount that reflects the consideration the group expects to
receive in exchange for their products or services. The group iii) Defined Benefit Plan:
disaggregates the revenue based on nature of products/ The Leave Encashment (Unfunded) and Gratuity (Funded) are
Geography. defined benefit plans. The cost of providing benefits under
the defined benefit plan is determined using the projected
• Export incentive: unit credit method with actuarial valuations being carried out
Export incentives are accounted for on export of goods, if the at each balance sheet date, which recognizes each period of
entitlements can be estimated with reasonable accuracy and service as giving rise to additional unit of employee benefit
conditions precedent to claim are reasonably expected to be entitlement and measure each unit separately to build up the
fulfilled. final obligation. Re-measurements, comprising of actuarial
gains and losses, the effect of the asset ceiling, excluding
• Dividend income: amounts included in net interest on the net defined benefit
Dividend income is accounted for when the right to receive the liability and the return on the plan assets (excluding amounts
same is established, which is generally when shareholders included in net interest on the net defined benefit liability),
approve the dividend. are recognized immediately in the balance sheet with a
corresponding debit or credit to retained earnings through
• Interest income: other comprehensive income in the period in which they
For all Financial instruments measured at amortized cost, occur. Re-measurements are not classified to the statement
interest income is recorded using effective interest rate (EIR), of profit and loss in subsequent periods. Past Service cost is
which is the rate that exactly discounts the estimated future recognized in the statement of profit and loss in the period of
cash payments or receipts through the expected life of the plan amendment. Net Interest is calculated by applying the
financial instrument or a shorter period, where appropriate, discount rate to the net defined benefit liability or asset.
to the net carrying amount of the financial asset. Interest
income is included in other income in statement of profit and The group recognizes the following changes in the net
loss. defined benefit obligations under employee benefit expenses
in the statement of profit and loss.
• Rental income:
Rental income on investment properties and on operating • Service costs comprising current service costs, gains and
lease are accounted for on accrual basis. losses on curtailments and non-routine Settlements.
n Government Grant • Net interest income or expense.

• Grants from the government are recognized at their fair value
where there is a reasonable assurance that the grant will iv) Long term Employees Benefits:
be received and the Group has complied with all attached Compensated absences which are not expected to occur
conditions. within twelve months after the end of the period in which the
employee renders the related services are recognized as a
• Government grants relating to income are deferred and liability at the present value of the defined benefit obligation
recognized in the profit or loss over the period necessary at the balance sheet date.
to match them with the costs that they are intended to
compensate and presented within other income. v) Termination benefits:
Termination benefits are recognized as an expense in the
• Government grants relating to the purchase of property, period in which they are incurred.
plant and equipment are included in non-current liabilities
as deferred income and are credited to profit or loss on a The group shall recognize a liability and expense for
straight-line basis over the expected lives of the related termination benefits at the earlier of the following dates:
assets and presented within other income.
(a) when the entity can no longer withdraw the offer of those
• In respect of Property, Plant and Equipment purchased benefits; and
under Export Promotion Capital Goods (EPCG) scheme of
Government of India, exemption of custom duty under the

188
(b) when the entity recognizes costs for a restructuring that The group measures the lease liability at the present value of the
is within the scope of Ind AS 37 and involves the payment lease payments that are not paid at the commencement date of
of termination benefits. lease. The lease payments are discounted using the interest rate
implicit in the lease, if that rate can be readily determined. If that
p Share based payments: rate cannot be readily determined, the group uses incremental
Equity settled share based payments to employees are measured borrowing rate.
at fair value of equity instrument at the grant date. The fair value
determined at grant date is expensed on straight line basis over The lease liability is subsequently remeasured by increasing the
the vesting period based on the company’s estimate of equity carrying amount to reflect interest on lease liability, reducing
instrument that will eventually vest with corresponding increase the carrying amount to reflect the lease payments made and
in equity. At the end of each reporting period, the company remeasuring the carrying amount to reflect any reassessment or
revise its estimate of number of equity instruments expected to lease modification or to reflect revised- in-substance fixed lease
vest. The impact of revision of the original estimates, if any, is payments, the group recognizes amount of remeasurement of
recognized in statement of profits and loss such that cumulative lease liability due to modification as an adjustment to right of
expense reflect the revised estimate with a corresponding use assets and statement of profit and loss depending upon
adjustment to Share based Payments Reserve. The dilutive the nature of modification. Where the carrying amount of right
effect of outstanding option is reflected as additional dilution in of use assets is reduced to zero and there is further reduction
computation of diluted earning per share. in measurement of lease liability, the group recognizes any
remaining amount of the remeasurement in statement of profit
q Borrowing costs: and loss.
(i) Borrowing costs that are specifically attributable to the
acquisition, construction, or production of a qualifying asset The group has elected not to apply the requirements of IND AS
are capitalized as a part of the cost of such asset till such time 116 to short term leases of all assets that have a lease term of
the asset is ready for its intended use or sale. A qualifying twelve month or less and leases for which the underlying asset is
asset is an asset that necessarily requires a substantial of low value. The lease payments associated with these leases
period of time (generally over twelve months) to get ready for are recognized as an expense on straight line basis over lease
its intended use or sale. term.
(ii) For general borrowing used for the purpose of obtaining a Group as a Lessor:
qualifying asset, the amount of borrowing costs eligible for At an inception date, leases are classified as financial lease
capitalization is determined by applying a capitalization rate or operating lease. Leases where the group does not transfer
to the expenditures on that asset. The capitalization rate substantially all risk and reward incidental to the ownership of
is the weighted average of the borrowing costs applicable the asset are classified as operating lease. Lease rental under
to the borrowings of the group that are outstanding during operating lease are recognised as income in profit and loss
the period, other than borrowings made specifically for the account on straight line basis.
purpose of obtaining a qualifying asset. The amount of
borrowing costs capitalized during a period does not exceed s Taxes on income:
the amount of borrowing cost incurred during that period.
(i) Current Tax:
(iii) All other borrowing costs are recognized as expense in the 1. Tax on income for the current period is determined
period in which they are incurred. on the basis of estimated taxable income and tax
credits computed in accordance with the provisions of
r Leases: the Income-Tax Act 1961 and based on the expected
outcome of assessments / appeals.
Group as a Lessee:
In accordance with IND AS 116, the group recognizes right of use 2. Current income tax relating to items recognized directly in
assets representing its right to use the underlying asset for the equity is recognized in equity and not in the statement of
lease term at the lease commencement date. The cost of right of profit and loss.
use asset measured at inception shall comprise of the amount
of the initial measurement of the lease liability adjusted for any Management periodically evaluates positions taken
lease payment made at or before commencement date less any in the tax returns with respect to situations in which
lease incentive received plus any initial direct cost incurred and applicable tax regulations are subject to interpretation
an estimate of cost to be incurred by lessee in dismantling and and establishes provisions where appropriate.
removing underlying asset or restoring the underlying asset or
site on which it is located. The right of use asset is subsequently (ii) Deferred tax:
measured at cost less accumulated depreciation, accumulated 1. 1. Deferred tax is accounted for using the balance sheet
impairment losses, if any, and adjusted for any remeasurement liability method in respect of temporary differences
of lease liability. The right of use assets is depreciated using between the carrying amount of assets and liabilities
the straight line method from the commencement date over in the financial statements and the corresponding tax
the shorter of lease term or useful life of right of use asset. The basis used in the computation of taxable profit as well
estimated useful lives of right of use assets are determined on as for unused tax losses or credits. In principle, deferred
the same basis as those of property, plant and equipment. Right tax liabilities are recognized for all taxable temporary
of use assets are tested for impairment whenever there is any differences and deferred tax assets are recognized to
indication that there carrying amounts may not be recoverable. the extent that it is probable that taxable profits will be
Impairment loss, if any, is recognize in statement of profit and available against which deductible temporary differences
loss. can be utilized. Deferred tax assets and liabilities are
also recognized on temporary differences arising from
business combinations except to the extent they arise

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189
from goodwill that is not taken into account for tax v Fair value measurement:
purposes. The group measures financial instruments such as derivatives
and certain investments, at fair value at each balance sheet date.
2. Deferred taxes are calculated at the enacted or
substantially enacted tax rates that are expected to apply Fair value is the price that would be received to sell an asset
when the asset or liability is settled. or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
3. Deferred tax is charged or credited to the income measurement is based on the presumption that the transaction
statement, except when it relates to items credited or to sell the asset or transfer the liability takes place either:
charged directly to other comprehensive income in equity,
in which case the corresponding deferred tax is also • In the principal market for the asset or liability.
recognized directly in equity. Or
• In the absence of a principal market, in the most advantageous
t Provisions, Contingent liabilities, Contingent assets and market for the asset or liability.
Commitments:
(i) General: The principal or the most advantageous market must be
The group recognizes provisions for liabilities and probable accessible by the group.
losses that have been incurred when it has a present legal
or constructive obligation as a result of past events and it is The fair value of an asset or a liability is measured using the
probable that the group will be required to settle the obligation assumptions that market participants would use when pricing
and a reliable estimate of the amount of the obligation can be the asset or liability, assuming that market participants act in
made. If the effect of the time value of money is material, their economic best interest.
provisions are discounted using a current pre-tax rate that
reflects, where appropriate, the risks specific to the liability. A fair value measurement of a non- financial asset takes in to
When discounting is used, the increase in the provision due account a market participant’s ability to generate economic
to the passage of time is recognized as a financing cost. benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
Contingent liability is disclosed in the case of: in its highest and best use. The group uses valuation techniques
that are appropriate in the circumstances and for which
• A present obligation arising from past events, when it is not sufficient data are available to measure fair value, maximizing
probable that an outflow of resources will be required to the use of relevant observable inputs and minimizing the use of
settle the obligation: unobservable inputs.
• A present obligation arising from past events, when no All assets and liabilities for which fair value is measured or
reliable estimate is possible: disclosed in the financial statements are categorized within the
fair value hierarchy, described as follows, based on the lowest
• A possible obligation arising from past events, unless the level input that is significant to the fair value measurement as a
probability of outflow of resources is remote. whole;
Contingent assets are not recognized but disclosed in • Level 1- Quoted (unadjusted) market prices in active markets
financial statement when an inflow of economic benefits is for identical assets or liabilities.
probable.
• Level 2- Valuation techniques for which the lowest level input
Provisions, Contingent liabilities, Contingent assets and that is significant to the fair value measurement is
Commitments are reviewed at each balance sheet date. directly or indirectly observable.
(ii) Other Litigation claims: • Level 3- Valuation techniques for which the lowest level
Provision for litigation related obligation represents liabilities input that is significant to the fair value measurement
that are expected to materialize in respect of matters in is unobservable.
appeal.
For assets and liabilities that are recognized in the balance sheet
(iii) Onerous contracts: on a recurring basis, the group determines whether transfers
Provisions for onerous contracts are recorded in the have occurred between levels in the hierarchy by re-assessing
statements of operations when it becomes known that categorization (based on the lowest level input that is significant
the unavoidable costs of meeting the obligations under to the fair value measurement as a whole) at the end of each
the contract exceed the economic benefits expected to be reporting period.
received.
For the purpose of fair value disclosures, the group has
u Financial statement classification: determined classes of assets and liabilities on the basis of the
Certain line items on the balance sheet and in the statement of nature, characteristics and risks of the asset or liability and the
Profit and Loss have been combined. These items are disclosed level of the fair value hierarchy as explained above.
separately in the Notes to the financial statements. Certain
reclassifications have been made to the prior year presentation w Significant Accounting Judgments, Estimates and Assumptions:
to conform to that of the current year. In general the group The preparation of the group’s financial statements requires
classifies assets and liabilities as current when they are expected management to make judgments, estimates and assumptions
to be realized or settled within twelve months after the balance that affect the reported amounts of revenues, expenses, assets
sheet date. and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities.

190
Uncertainty about these assumptions and estimates could result may continue to provide useful services well beyond the
in outcomes that require a material adjustment to the carrying useful life assigned.
amount of assets or liabilities affected in future periods.
vi Impairment of Financial & Non-Financial Assets:
i Income taxes: The impairment provision for financial assets are based
Management judgement is required for the calculation on assumptions about risk of default and expected losses.
of provision for income taxes and deferred tax assets and The group uses judgements in making these assumptions
liabilities. The group reviews at each balance sheet date and selecting inputs for impairment calculations based on
the carrying amount of deferred tax assets / liabilities. The existing market conditions, past history, technology, economic
factors used in the estimates may differ from actual outcome developments as well as forward looking estimates at the
which could lead to significant adjustment to the amounts end of each reporting period.
reported in the consolidated financial statements.
vii Provisions:
ii Fair value measurement of financial instruments: The Company makes provision for leave encashment and
When the fair values of financial assets and financial liabilities gratuity based on report received from the independent
recorded in the balance sheet cannot be measured based on actuary. These valuation reports uses complex valuation
quoted prices in active markets, their fair value is measured models using actuarial valuation. An actuarial valuation
using valuation techniques including book value, Discounted involves making various assumption that may differ from
Cash Flow (DCF) model. The inputs to these models are taken actual development in future.
from observable markets where possible, but where this is
not feasible, a degree of judgement is required in establishing viii Contingencies:
fair values. Judgements include considerations of inputs Management judgment is required for estimating the possible
such as liquidity risk, credit risk and volatility. Changes in outflow of resources, if any, in respect of contingencies /
assumptions about these factors could affect the reported claim / litigations against the group as it is not possible to
fair value of financial instruments. predict the outcome of pending matters with accuracy.
iii Defined benefit plans: ix Impairment of Goodwill: Goodwill is tested for impairment
The cost of the defined benefit plan and other post-employment on annual basis and whenever there is an indication that the
benefits and the present value of such obligation are determined recoverable amount of a cash generating unit (CGU) is less
using actuarial valuations. An actuarial valuation involves than the carrying amount, the impairment loss is accounted.
making various assumptions that may differ from actual For impairment loss, goodwill is allocated to CGU which
developments in future. These Includes the determination of benefit from the synergies of the acquisition and which
the discount rate, future salary increases, mortality rates and represent the lowest level at which goodwill is monitored for
attrition rate. Due to the complexities involved in the valuation internal management purpose. The recoverable amount of
and its long term nature, a defined benefit obligation is highly CGU is determined based on higher of value in use and fair
sensitive to changes in these assumptions. All assumptions value less cost to sell and value in use is present value of
are reviewed at each reporting date. future cash flows expected to be derived from CGU.
iv Lease: Key assumption in the cash flow projection are prepared

The group evaluates if an arrangement qualifies to be a based on current economic conditions and comprises
lease as per the requirements of IND AS 116. Identification estimated long term growth rate, estimated operating margin.
of a lease requires significant judgement. The group uses
significant judgement in assessing the lease term (including x Capital:
anticipated renewals) and the applicable discount rate. Debt and equity instruments:
Ordinary equity shares are classified as equity. Debt instruments
The group determines the lease term as the non-cancellable are classified as either liabilities or as equity in accordance with
period of lease, together with both periods covered by an the substance of the contractual arrangement.
option to extend the lease if the group is reasonably certain
to exercise that option and periods covered by an option to y Other Miscellaneous Expenses
terminate the lease if the group is reasonably certain not Public Issue Expenditure/Share issue expenses on private
to exercise that option. In excising whether the group is placement basis/FCCB’s issue expenditure is being written off
reasonably certain to exercise an option to extend a lease or against Securities/Share premium, net of taxes, in the year of
to exercise an option to terminate the lease, it considers all issue.
relevant facts and circumstances that create an economic
incentive for the group to exercise the option to extend the 34 Fair value measurement
lease or to exercise the option to terminate the lease. The i Financial instruments: Accounting classification and fair
group revises lease term, if there is change in non-cancellable value measurements
period of lease. The discount rate used is generally based on This section explains the judgements and estimates made
incremental borrowing rate. in determining the fair values of the financial instruments
that are (a) recognized and measured at fair value and (b)
v Depreciation/Amortization and useful life of Property, Plant measured at amortized cost and for which fair values are
and Equipment: disclosed in the financial statements. To provide an indication
The group has estimated the useful life of Property, Plant and about the reliability of the inputs used in determining fair
Equipment (PPE) as specified in schedule II of Companies value, the group has classified its financial instruments into
Act. 2013. However, the actual useful life for individual PPE the three levels prescribed under the Accounting Standard.
could turn out to be different, there could be technology An explanation of each level follows underneath the table.
changes, breakdown, unexpected failure leading to
impairment or complete discard. Alternatively, the equipment

2022-23
191
(₹ in Lacs)
31-Mar-24
Value Amortized
Cost
Financial assets
Investments
In subsidiaries / Associates 712.87 - - 712.87 - - -
In Bond 2,044.15 - - 2,044.15 - - -
Cash & cash equivalents 1,205.31 - - 1,205.31 - - -
Loans 23.00 - - 23.00 - - -
Borrowings 17,021.46 - - 17,021.46 - - -
Trade payables 9,559.76 - - 9,559.76 - - -
Lease Liabilities 393.77 - - 393.77 - -
(₹ in Lacs)
31-Mar-23
Amortized
Value FVPL FVOCI Level 1 Level 2 Level 3
Cost
Financial assets
Investments
In subsidiaries / Associates 764.20 - - 764.20 - - -
In Bond 543.13 - - 543.13 - - -
Loans 29.77 - - 29.77 - - -
Borrowings 14,643.39 - - 14,643.39 - - -
Trade payables 9,231.48 - - 9,231.48 - - -
Lease Liabilities 258.29 - - 258.29
The carrying amount of bank balances, Trade Receivable, Trade Payable, other financial assets / liabilities, loans, cash and cash equivalents,
borrowings are considered to be the same as their fair value due to their short term nature.

192
The levels have been classified based on the followings:

Level 1: It hierarchy includes financial instruments measured using quoted prices in active markets. Quotes would include rates/values/
valuation references published periodically by BSE, NSE etc. basis which trades take place in a linked or unlinked active market.
This includes traded bonds and mutual funds, as the case may be, that have quoted price/rate/value.
Level 2: The fair value of financial instruments that are not traded in an active market are determined using valuation techniques which
maximize the use of observable market data (either directly as prices or indirectly derived from prices) and rely as little as possible
on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included
in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case
for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
Valuation Techniques used to determine fair value
Valuation Techniques used to determine fair value include

- Open ended mutual funds and certain bonds and debentures at NAV’s/rates declared and/or quoted.
- Close ended mutual funds at NAV’s declared by AMFI.
- For other bonds and debentures values with references to prevailing yields to maturity matching tenures, quoted on sites of credible
organization such as FIMMDA (Fixed Income Money Market and Derivative Association of India).
- Derivative Instruments at values determined by counter parties/Banks using market observable data.
- Certificate of deposits, being short term maturity papers, amortized cost is assumed to be the fair value.
35 CONTINGENT LIABILITIES AND COMMITMENTS
a. Contingent liabilities not provided for: ( ₹ in Lacs)

Compensation for enhanced cost of Land pending with District & Session Court
1) 9.34 9.34
Faridabad (Amount paid ` 2.33 lacs, Previous year ` 2.33 lacs)
Show cause notice issued by Principal Commissioner of Customs for which
2) 849.03 849.03
suitable response filed.
Show cause notice issued by Joint Commissioner CGST (F.Y 2017-19 and 2020-
3) 4237.83 -
2022) for which suitable reply filed.
Demand by Assistant Commissioner of CGST along with penalty in respect of
4) transitional input tax credit for which appeal filed with Joint Commissioner of 32.34 82.20
CGST(Gurugram).
Income tax demand for AY 2017-18 under section 270 A of Income Tax Act
5) 1961 and also for A.Y. 2018-19 u/s 143(3) and 154 of Income Tax Act 1961 for 152.50 152.50
which the company have filed appeal before CIT(Appeal).
6) Demand from National Pharmaceutical Pricing Authority (Net) 66.88 66.88
The Company has suitablly replied to show cause notices and is also representing before Appellate Authority in respect of income tax demand.
The management of the Company believes that its position will likely to be upheld in the appellate process. The Company does not expect any
liability against these matters in accordance with the principle of Ind AS 12 “Income Tax” read with Ind AS 37 “Provision, Contingent Liabilities
and Contingent Assets” and hence no provision is required to be made in respect of above in the books of account of the Company.
b. Obligations and commitments outstanding:

Unexpired letters of credit ₹ 2,272.49 lacs (Previous year ₹ 2,173.08 lacs) and Guar-
antees including for issuing stand by letter of credit issued by bankers ₹ 1,542.74 3,815.23 3,785.13
lacs (Previous year ₹ 1,612.05 lacs), (Net of margins)
Bills discounted but not matured - 134.14
Custom duty against import under EPCG Scheme 2,161.90 1,828.18
Estimated amount of contracts remaining to be executed on capital account and not
13,833.07 11,319.48
provided for (net of advances given)

2022-23
193
36 Financial Risk Management

The Group activities expose it to price risk, credit risk, liquidity risk and market risk.
This note explains the source of risk which the group is exposed to and how it manages the risk and its impact on the financial
statement. These risks are managed by the senior management of the group supervised by the Board of Directors to minimize potential
adverse effects on the financial performance of the group.
Risk Exposure arising from Measurement Management
Credit Risk Cash & cash equivalent, Credit Rating and ageing Diversification of counter Parties, setting
Financial instruments, Financial analysis of trade receivable, review of outstanding
assets & Trade Receivable / overdues
Liquidity Risk Other Liabilities Maturity Analysis Maintenance of Sufficient cash and
cash Equivalent, Fixed Deposit & other
marketable securities
Market Risk - Foreign Highly probable forecast trans- Sensitivity analysis Forward Foreign Exchange Contracts
exchange actions
The Board of Directors of the group provides guiding principles for overall risk management, as well as policies covering specific areas i.e.
foreign exchange risk, credit risk & Investment of Surplus liquidity.
The group’s risk management is carried out by finance department, accordingly, this department identifies, evaluates and hedges financial risk.
A) Price Risk
The main Raw materials for manufacturing of Medical devices are various types of Plastic Granules i.e. PP, LDPE, HDPE, PC, PA, SAN, ABS
and K. Resin etc. The prices of Raw materials are mainly dependent on the price of Crude Oil. The Raw materials are being imported by the
group and procured indigenously also. In case of imported Raw materials, the adverse forex movements are covered by the natural hedge.
In case of the drastic price rise of Raw materials during the year, the group makes appropriate changes in the prices of Finished Products,
after due discussions with the customers. The prices of Finished Goods are generally reviewed every year and appropriate changes in
prices are made to offset the increase in cost.
B) Credit Risk
Credit risk arises from cash and cash equivalents, financial assets measured at amortized cost and fair value through profit or loss and
trade receivables
Credit Risk Management

The Group has invested in fixed deposits and liquid mutual funds and have invested only with those funds plan having good credit rating /
track record. The group reviews the creditworthiness of these counterparties on an ongoing basis. Another credit risk at the reporting date
is from trade receivables as these are typically unsecured. This credit risk has always been managed through credit approvals, establishing
credit limits and continuously monitoring the creditworthiness of customer to whom credit is extended in normal course of business. The
group estimates the expected credit loss on the basis of past data and experience. The group also takes proper ECGC cover based on risk
based classification of trade receivables.
The Geographical concentration of trade receivable (net of allowance) is as under:

( ₹ in Lacs)
Particulars As at
31-Mar-24 31-Mar-23
India 7,050.35 6,111.72
Europe 8,398.00 6,335.10
USA 376.56 287.78
Others 11,168.97 10,808.60
Total 26,993.88 23,543.20
Review of outstanding trade receivables and financial assets is carried out by the management each quarter. The group has a practice to
provide for provision for doubtful debts on the basis of duly board approved policy on provision for bad & doubtful debts.
Reconciliation of loss allowance provisions:

( ₹ in Lacs)
Particulars Deposits Trade receivable Advances
Loss Allowance as on 1 April 2022 6.68 37.90 116.36

Change In loss allowance 3.44 149.95 (97.50)
Loss Allowance as on 31 March 2023 10.12 187.85 18.86
Change In loss allowance 1.30 111.32 -
Loss Allowance as on 31 March 2024 11.42 299.17 18.86

194
C) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in interest
rate. The group’s main interest rate risk arises from long term borrowings with variable rates (LIBOR plus) which exposes the group to cash
flow interest rate risk.
i) Interest rate risk exposure - The exposure of the group’s borrowing to interest rate changes at the end of reporting period is as follows:
( ₹ in Lacs)
Particulars As at
31-Mar-24 31-Mar-23
Variable rate borrowing 17,021.46 14,643.39
Fixed rate borrowing - -
Total 17,021.46 14,643.39
The analysis by maturities is provided in note D “Maturities of Financed liabilities” below.
ii) Sensitivity analysis: For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of the
reporting period was outstanding for whole year:-
( ₹ in Lacs)
Particulars Impact on profit before tax for the year ended
31-Mar-24 31-Mar-23
Interest rate- increase by 50 basis point 85.11 73.22
Interest rate- decrease by 50 basis point (85.11) (73.22)
D) Liquidity Risk
The group’s principle source of liquidity are cash & cash equivalent and cash flows that are generated from operations. The group believes that
its working capital is sufficient to meet its current requirement. Additionally, the group has sizeable surplus funds in liquid mutual fund and
also in fixed deposit ensuring safety of capital and availability of liquidity as and when required hence, the group do not perceive any liquidity
risk.
( ₹ in Lacs)
As at
Particulars
31-Mar-24 31-Mar-23
The group has working capital funds which Includes
Cash and cash equivalent 1,205.31 706.24
Current investments in liquid mutual funds 13,954.10 12,402.35
Bank balances 13,480.52 17,057.08
Trade receivable 26,993.88 23,543.20
Total 55,633.81 53,708.87
Besides above, the company had access to the following undrawn facilities at the end of reporting period:
( ₹ in Lacs)
As at
Particulars
31-Mar-24 31-Mar-23
Fixed
Cash credit and other facilities 9,906.26 10,436.76
Variable
Other facilities - -

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195
Contractual maturities of significant financial liabilities are as under :

Maturities of financial liabilities
( ₹ in Lacs)
Less than and equal
Particulars More than one year Total
to one year
As at 31 March 2024
Trade payable 9,559.76 - 9,559.76
Other Financial liabilities 22,312.28 390.33 22,702.61
Total 31,872.04 390.33 32,262.37
As at 31 March 2023
Trade payable 9,231.48 - 9,231.48
Other Financial liabilities 16,675.26 1,950.71 18,625.97
Total 25,906.74 1,950.71 27,857.45
E) Market Risk
Foreign Currency Risk
The group operates significantly in international markets through imports and exports and therefore exposed to foreign exchange risk arising
from foreign currency transactions primarily with respect to USD/Euro/GBP/JPY. The risk is measured through sensitivity analysis by natural
hedging due to imports and exports. In order to minimize any adverse effect on the financial performance of the group, financial instrument
such as foreign exchange forward contracts are used exclusively to mitigate currency risk.
(i) The company uses foreign exchange forward contracts to mitigate exposure in foreign currency risk. The foreign exchange forward
contract outstanding at reporting date are as under: -
As at
Particulars Type Currency 31-Mar-24 31-Mar-23
FC INR FC INR
Forward Contracts USD:INR 7.50 625.29 25.00 2,054.00
Sell EURO:INR - - - -
GBP:INR - - - -
EURO:INR - - - -
Buy
JPY:INR 2,392.11 1,317.95 - -
(ii) Particulars of Unhedged Foreign Currency Exposure as at reporting date (Net exposure to Foreign Currency Risk)
As at
Particulars Currency 31-Mar-24 31-Mar-23
FC INR FC INR
Receivable / (Payable) USD:INR 119.75 9,983.95 75.18 6,176.72
EURO:INR 41.13 3,700.01 5.40 481.20
USD:INR - - - -
EURO:INR - - - -
GBP:INR 7.71 810.97 6.41 649.67
CAD:INR - - - -
LE.:INR 63.92 112.35 36.37 97.26
SEK:INR - - - -
JPY:INR (2,324.99) (1,280.98) (513.80) (318.09)
AUD:INR - - - -
CHF:INR (0.04) (3.90) 0.20 17.93

196
(iii) Maturity of outstanding foreign exchange forward contracts
The details in respect of maturity of outstanding forward exchange forward contract are as given: -
( ₹ in Lacs)
As at
Particulars Type Currency
31-Mar-24 31-Mar-23
Not later than 3 months USD:INR 625.29 1,027.00
Sell EURO:INR - -
GBP:INR - -
EURO:INR - -
Buy
JYP:INR 1317.95 -
Later than 3 months and not later than 6 months USD:INR - 616.20
Sell EURO:INR - -
GBP:INR - -
Buy JPY:INR - -
Later than 6 month & not later than one year USD:INR - 410.80
Sell EURO:INR - -
GBP:INR - -
Buy JPY:INR - -
(iv) The mark to market gain or loss on foreign currency are as under: -
( ₹ in Lacs)
Particulars As at
31-Mar-24 31-Mar-23
Mark to market loss / (Gain) accounted for (Net) (15.72) 62.17
37 CAPITAL MANAGEMENT
a) Risk Management - The group is cash surplus and has no capital other than equity. The Cash surplus are currently invested in Liquid
mutual funds and also has in fixed deposit with banks. Safety of capital is of prime importance to ensure availability of capital for
group’s business requirement. Investment objective is to provide safety and adequate return on surplus funds. The group’s adjusted
net debt to equity ratio at the end of reporting period is as follows:
( ₹ in Lacs)
Particulars As at
31-Mar-24 31-Mar-23
Gross borrowings 17,021.46 14,643.39
Less: cash and cash equivalents 1,205.31 706.24
Adjusted net debt 15,816.15 13,937.15
Total Equity 147,005.35 124,162.72
Adjusted net debt to equity 10.76% 11.22%
The group’s total owned funds of ₹ 1,47,005.35 Lacs with ₹ 15,816.15 Lacs as net debts is considered adequate by the management to meet
its business interest and any capital risk it may face in the future.
b) Loan Covenants
Under the terms of borrowing facilities, the group is required to comply with certain financing covenants and the group has complied
with those covenants through out the reporting period.

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197
c) Dividend
( ₹ in Lacs)
As at
Particulars
31-Mar-24 31-Mar-23
Dividend recognized in the financial statements
Final dividend paid in financial year 31st March 24 pertaining to financial year (2,378.33) (2,397.95)
ended 31st March 23
Dividend not recognized in the financial statements

In addition to the above dividend, since year end, the Board of directors have recommended
the payment of final dividend of ₹ 3/- per equity share (PY ₹ 3/- per equity share)
This dividend is subject to the approval of shareholders of the company in ensuing Annual General Meeting and upon approval would result in
cash outgo of approx. ₹ 2,879.14 Lacs
38 The group has adopted Ind AS 116 effective annual reporting period beginning April 1, 2019 and applied the Standard to its leases
retrospectively with the cumulative effect of initially applying the standard, recognized on the date of initial application (April 1, 2019).
Accordingly, the group has not restated comparative information, instead, the cumulative effect of initially applying this standard has been
recognized as an adjustment to opening balance of retained earnings as on April 1, 2019.
The lease payments including interest have been disclosed under cash flow from financing activities. The weighted average incremental
borrowing rate of 9% has been applied to lease liabilities recognized in balance sheet at the date of initial application.
On application of Ind AS 116, the nature of expense has changed from lease rent in previous periods to depreciation cost for right of use
asset and finance cost for interest accrued on lease liability.
The details of right of use asset held by the company is as follows:

Adjustment on account of Modification in lease term - 115.20
Closing balance at the end of the year 371.10 247.38
The Following is break up of current and non-current lease liabilities as at 31st March 2024

(` in Lakhs) (` in Lakhs)
Current lease liabilities 185.07 123.36
Non-Current lease liabilities 208.70 134.93
Total 393.77 258.29
The following is movement in lease liabilities during the Year ended 31 March 2024

Particulars 31-Mar-24 31-Mar-23
Finance cost accrued during the year 42.48 28.82
Modification in lease term - -
Deletions - 143.39
Payment of lease liabilities (including interest) 177.29 141.60

198
Depreciation on right of use asset is ` 146.57 lacs and Interest on lease liability for year ended 31st March 2023 is ` 42.48 lacs Lease Contracts
entered by the group majorly pertains to building taken on lease to conduct the business activities in ordinary course.
The Table below provides details regarding the contractual maturities of lease charges as at 31 March 2024 on an undiscounted basis:
Short term lease Long term lease As at 31st March As at 31st March
Particulars:
charges payable Charges payable 2024 (` in Lacs) 2023 (` in Lacs)
Less than one year - 213.00 213.00 141.6
Up to five year - 221.34 221.34 141.6
More than five year - - - -
The group do not foresee liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligation related to
lease liabilities as and when they fall due.
Rental expense recorded for short term lease amounted to ` 222.65 lacs (PY 192.96 Lacs) and grouped as short term lease expense in Note
No. 32 “ other expense”
39 RELATED PARTY DISCLOSURES:

Related party disclosures as required by Ind AS - 24 “Related Party Disclosures” are as under:
A List of related parties and relationships

a Associate
1 Ultra For Medical Products (UMIC), Egypt
b Key Management Personnel & Relative

1 Mr. Himanshu Baid (Managing Director)
2 Mr. Rishi Baid (Joint Managing Director)
3 Mr. Naresh Vijayvergiya (CFO)
4 Mr. Ravi Prakash (Dy. Company Secretary)
5 Mr. Avinash Chandra (Company Secretary)
6 Mr. Devendra Raj Mehta (Independent Director)
7 Mr. Prakash Chand Surana (Independent Director)
8 Mr. Shailendra Raj Mehta (Independent Director)
9 Dr. Sandeep Bhargava (Independent Director)
10 Mr. Alessandro Balboni (Director)
11 Mr. Amit Khosla (Independent Director)
12 Ms. Sonal Mattoo (Independent Director)
13 Mr. Ambrish Mithal (Independent Director)
14 Mr. J. K. Baid (Director- relative of Managing Director & Joint Managing Director)
15 Mr. Vishal Baid (President- relative of Managing Director & Joint Managing Director)
16 Mrs. Mukulika Baid (Director- relative of Managing Director & Joint Managing Director)
17 Mr. Dhruv Baid (Manager- relative of Managing Director & Joint Managing Director)
18 Mr. Arham Baid (Manager- relative of Managing Director & Joint Managing Director)
19 Mr. Aaryaman Baid (Manager- relative of Managing Director & Joint Managing Director)
c Enterprises over which key management personnel and their relatives exercise significant influence
1 Vitromed Healthcare
2 Jai Polypan Pvt. Ltd.
3 Stilocraft
4 Polycure Martech Ltd.
5 Jai Chand Lal Hulasi Devi Baid Charitable Trust
B Transactions with related parties

2022-23
199
(₹ In lacs)
Associate key management personnel
and their relatives
31-03-2024 31-03-2023 31-03-2024 31-03-2023 31-03-2024 31-03-2023
Sales of Goods 869.25 859.05 2,137.05 1,587.80
Vitromed Healthcare - - 2,137.05 1,587.80
Purchases of Goods 29.92 30.36

Vitromed Healthcare - - 29.92 30.36
Job work 7,653.35 6,693.36

Vitromed Health Care - - 7,653.35 6,693.36
Rent received 0.20 0.20

Virtomed Healthcare - - 0.20 0.20
Rent paid 1.70 1.70

Jai Polypan Pvt. Ltd. - - 1.70 1.70
CSR Expenses 208.42 123.00
Jai Chand Lal Hulasi Devi Baid Charitable Trust 208.42 123.00
Directors / Key Managerial Personnel’s’ 3,526.04 2,672.02

Remuneration including commission
Mr. Himanshu Baid 1,717.81 1,300.63
Mr. Rishi Baid 1,668.18 1,247.28
Defined benefit obligations* 36.59 (0.73)
Mr. Himanshu Baid 18.21 (1.74)
Mr. Rishi Baid 15.59 (0.84)
Mr. Naresh Vijayvergiya 1.88 1.58
Mr. Avinash Chandra 0.52 (0.01)
Mr. Aaryaman Baid 93.97 85.42
Commission and Sitting fees 131.25 128.00
Mr. J. K. Baid 14.25 14.25

200
Management Fees 284.54 225.75
Director Sitting Fees 2.50 1.50
Commission 12.00 12.00
Outstanding balances at the year end

(₹ In lacs)
Associate key management personnel
and their relatives
31-03-2024 31-03-2023 31-03-2024 31-03-2023 31-03-2024 31-03-2023
Dividend / Share Governing Council
112.35 97.26
outstanding
Ultra for Medical Devices 112.35 97.26
Directors' Remuneration / Salary payable 1,447.08 909.24
Mr. Himanshu Baid 706.27 439.43
Mr. Rishi Baid 707.49 439.75
Mr. Aaryamann Baid 4.53 4.01
Commission Payable 97.20 93.60
Mr. J. K. Baid 10.80 10.80
Management Fee & Other Payable 31.42 25.04
Trade Receivable 697.30 647.23
Ultra for Medical Products, Egypt 697.30 647.23 - -

2022-23
201
40 EARNINGS PER SHARE (EPS) OF ` 5/- EACH:

Year Ended
Particulars
31-Mar-24 As at 31-Mar-23
Net profit after tax available for equity share holders (` In lacs) 25,825.97 17,928.25
Basic Earnings per Share
Number of shares considered as Basic weighted average shares outstanding during the year 95,946,790 95,916,495
Basic Earnings per Share (in `) 26.92 18.69
Diluted Earnings per Share
Weighted Average no. shares outstanding during the year 95,946,790 95,916,495
Effect of dilutive issue of stock options 74,000 104,450
Weighted Average no. shares outstanding for diluted EPS 96,020,790 96,020,945
Diluted Earnings per Share (in `) 26.90 18.67
41 EMPLOYEE BENEFIT:
As per Ind AS - 19 “Employee Benefits”, the disclosures are as under:
I Defined Contribution Plan - Provident Fund
The company makes contribution towards Provident Fund to Regional fund commissioner. The contribution payable by the company are
at the rates specified in the rules of the scheme.
During the period, the company has recognized the following amount in statement of profit and loss
( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Employers' contribution to provident fund * # 924.39 755.38
* included in “contribution to provident fund and others” under employee benefit expenses (refer note no. 28)
# excluding contribution to provident fund transferred to Research and Development Expenses ₹ 18.01 lacs (PY ₹ 12.64 lacs).
II Defined Benefit Plan
The company has formed a employees gratuity trust which is administrated by Life Insurance Corporation of India (LIC). The company
makes contribution towards funding the defined benefit plan pertaining to gratuity to LIC. The Leave Encashment liability is not contributed
to any fund and is unfunded. The present value of the defined benefit obligation and related current cost are measured using projected unit
credit method with actuarial valuation being carried out at balance sheet date. The amount recognized are as under:
a) Gratuity (Funded)
(i) Present Value of Defined benefit Obligation

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Obligations at year beginning 429.31 397.65

Interest expenses 31.60 28.71
Actuarial (gain) / Loss on PBO 116.42 (22.43)
Benefit payments (28.81) (40.24)
Addition due to transfer of employee - -
Obligations at year end 639.28 429.31

202
(ii) Change in plan assets

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Fair value of plan assets at the beginning of the period 239.68 262.59
Actual return on plan assets 21.12 16.54
Less- FMC Charges - (0.21)
Employer contribution 188.50 1.00
Benefits paid (28.81) (40.24)
Fair value of plan assets at the end of the period 420.49 239.68
(iii) Assets and Liabilities recognized in the Balance Sheet

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Present Value of the defined benefit obligations 639.29 429.31
Fair value of the plan assets 420.49 239.68
Amount recognized as Liability 218.80 189.63
(iv) Defined benefit obligations cost for the year:

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23

Interest Cost 13.96 9.75
Expected return on plan assets - -
Actuarial (gain) loss - -
Net defined benefit obligations cost 104.72 75.38
(v) Amount recognized in Other Comprehensive Income (OCI)

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Net cumulative unrecognized actuarial gain/(loss) opening - -

Actuarial gain / (loss) for the year on PBO (116.42) 22.43
Actuarial gain /(loss) for the year on Asset 3.47 (2.63)
Unrecognized actuarial gain/(loss) for the year (112.95) 19.80
(vi) Investment details of Plan Assets
Year ended
Particulars
31-Mar-24 31-Mar-23
The details of investments of plan assets are as follows: - -
Funds managed by Insurer 100% 100%
Total 100% 100%

2022-23
203
Note: In respect of Employees Gratuity Fund, composition of plan assets is not readily available from LIC of India. The expected rate of return
on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with
the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.
(vii) Actuarial assumptions:

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Discount Rate per annum 7.36% 7.36%
Future salary increases 4.00% 4.00%
Note: Estimate of future increases considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors
such as supply and demand in the employment market.
(viii) Demographic Assumptions:
Attrition rates are the company’s best estimate of employee turnover in future determined considering factors such as nature of business &
industry, retention policy, demand & supply in employment market, standing of the company, business plan, HR Policy etc. as provided in the
relevant accounting standard.
( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
i) Retirement Age (Years) 60.00 60.00
ii) Mortality rates inclusive of provision for disability 100% of IALM (2012 - 14)
iii) Attrition at Ages Withdrawal Rate %
Up to 30 Years 3.00 3.00
From 31 to 44 years 2.00 2.00
Above 44 years 1.00 1.00
(ix) Amount recognized in current year and previous four years:

( ₹ in lacs)
Year ended
31-Mar-24 31-Mar-23 31-Mar-22 31-Mar-21 31-Mar-20

Defined benefit obligations 639.29 429.31 397.65 382.28 333.23
Plan assets (420.49) (239.68) (262.59) (281.06) (161.91)
Deficit /(Surplus) 218.80 189.63 135.05 101.22 171.32
(x) Expected Contribution to the Fund in the next year

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Service Cost 119.47 85.01

Net Interest Cost 15.82 13.96
Expected contribution for next annual reporting period 135.29 98.97

204
(xi) Sensitivity Analysis

The sensitivity of defined benefit obligations to changes in the weighted principal assumptions is :
“Change in Assumption” "Increase in Assumption" "Decrease in Assumption"

31-Mar-24 31-Mar-23 Impact 31-Mar-24 31-Mar-23 Impact 31-Mar-24 31-Mar-23
Discount Rate per 0.50% 0.50% Decrease by (34.93) (24.54) Increase by 38.18 26.87
annum
Future salary increases 0.50% 0.50% Increase by 36.94 26.27 Decrease by (34.03) (24.20)
The above sensitivity analysis is based on a change in assumption while holding all the other assumptions constant. In practice, this is unlikely
to occur, and change in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to
significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting year) has been applied as when calculating the defined benefit liability recognized in balance sheet.
(xii) Maturity Profile of Defined Benefit Obligation

( ₹ in lacs)
Sr. No. Year Amount
a 0 to 1 Year 27.47
b 1 to 2 Year 21.26
c 2 to 3 Year 12.91
d 3 to 4 Year 34.20
e 4 to 5 Year 29.59
f 5 to 6 Year 36.67
g 6 Year onwards 478.98
(xiii) Risk exposure
The gratuity scheme is a final salary Defined Benefit Plan that provides for lump sum payment made on exit either by way of retirement, death,
disability, voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit.
The plan design means the risk commonly affecting the liabilities and the financial results are expected to be:
A) Salary Increases: Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations
will also increase the liability.
B) Investment Risk: If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate
assumed at the last valuation date can impact the liability.
C) Discount Rate: Reduction in discount rate in subsequent valuations can increase the plan’s liability.
D) Mortality & disability: Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
E) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent
valuations can impact Plan’s liability.
b) Leave Encashment (Unfunded)

The Leave Encashment liability of ₹ 255.54 lacs form part of long term provision ₹ 228.80 Lacs (PY ₹ 136.66 Lacs) and short term
provision ₹ 26.74 Lacs (PY ₹ 20.97 Lacs) and is unfunded and does not require disclosures as mentioned in para 158 of Ind AS 19.
42 SEGMENT INFORMATION:
Description of segment and principal activity.

The Group is primarily in the business of manufacture and sale of medical devices. Operating segments are reported in the manner
consistent with internal reporting to Managing director of the group. The Group has regular reviews procedures in place and Managing
director reviews the operations of the Group as a whole, Hence there are no reportable segments as per Ind AS 108 Operating segment.

2022-23
205
Information about Geographical areas
The following information discloses revenue from customers based on geographical areas.
i) Revenue on product group wise (Ind AS 108, Para 32)

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Medical Devices 136,569.37 110,865.82
Total 136,569.37 110,865.82
ii) Revenue as per geographical area (Ind AS 108, Para 33 (a) )

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
With in India 40,771.59 34,400.52

Outside India (Including Revenue of foreign subsidiaries) 95,797.78 76,465.30
Total 136,569.37 110,865.82
iii) None of the non-current assets of standalone company (other than financial instruments, investment in associates) are located outside
India. The non-current assets of foreign subsidiaries (other than financial instruments, goodwill and investment) located outside India are
as under:
( ₹ in lacs)
Year ended
Country where assets are located
31-Mar-24 31-Mar-23
China 399.60 420.31
Netherlands 0.01 0.22
Italy 840.36 455.61
Total 1,239.97 876.14
iv) None of the customers of the Group individually account for 10% or more sale.
43 CORPORATE SOCIAL RESPONSIBILITY (CSR)
The details of expenditure incurred on CSR are as under:

( ₹ in lacs)
Sr. Year ended

Particulars
No. 31-Mar-24 31-Mar-23
The Gross amount required to be spent by the company during the year as per
1 393.25 315.34
Section 135 of Companies Act 2013 read with Schedule VII
2 Amount spent during the year on : - -
i. Construction / acquisition of any assets - -
ii. On purposes other than (i) above 573.91 298.35
Total Amount Spent 573.91 298.35
Add: Excess Spent from previous year utilised during the current year - -
Less Excess spent during the year to be carried forward to next year 180.66 -
Total 393.25 298.35
3 Unspent amount in CSR transferred to separate bank account. - 16.99
4 Total of previous years shortfall - -

206
5 Reason for shortfall NA NA
6 Nature of CSR activities - -

Promoting education, Promotion of Healthcare, Food relief activity, Social welfare
Details of related party transactions in relation to CSR expenditure as
7
per relevant Accounting Standard
Contribution to JAI CHAND LAL HULASI DEVI BAID CHARITABLE TRUST in relation to
208.42 123.00
CSR expenditure
Details of ongoing CSR projects under Section 135(6) of the companies Act, 2013:
Year Opening Balance Amount required Amount spent during the year Closing Balance
to be spent
In separate CSR during the year From company CSR Unspent With the In separate CSR
Unspent A/c bank account account Company Unspent A/c
2022-23 - - - - - 16.99
2023-24 16.99 - - 16.99 - -
Details of CSR expenditure under section 135(5) of the Act in respect of unspent amount other than ongoing projects:
Year Opening Balance Amount deposited in Specified Fund Amount required Amount spent Closing Balance
unspent of Schedule VII of the Act within 6 to be spent during the year unspent
months during the year
2022-23 - - - - -
2023-24 - - - - -
Details of excess CSR expenditure under section 135(5) of the Act
Amount required Closing balance of ecxess amount spent to be carried

Year to be spent Amount Spent during the year forward to next financial year as per section 135 of the
during the year companies Act 2013.
2021-22 - - -
2022-23 - - -
2023-24 393.25 573.91 180.66
44 SHARE BASED PAYMENTS:

‘The company has formulated “Poly Medicure Employee Stock Option Scheme, 2020 (ESOP 2020)” duly approved by the share holders in
the annual general meeting held on 29th Sept 2020 in accordance of which the ESOP Committee of Board of Directors of the company
held on 6th November 2020 has granted 63100 equity shares to eligible employees on the following terms & Conditions:
Provided, however that in case of cessation of employement, the vested option shall lapse/ be exercised in accordance with the provisions

‘The company has also formulated “Poly Medicure Employee Stock Option Scheme, 2020 (ESOP 2020)” duly approved by the share holders
in the annual general meeting held on 29th September 2020 in accordance of which the ESOP Committee of Board of Directors of the
company held on 04th August 2022 has granted 79,900 equity shares to eligible employees on the following terms & Conditions:

2022-23
207
Provided, however that in case of cessation of employement, the vested option shall lapse/ be exercised in accordance with the provisions

a Details of employees stock options granted under Poly Medicure Employee Stock Option Scheme, (ESOP 2020)
Financial Year Number Financial year of vesting Exercise price Fair value at grant date
(Year of Grant)
2020-21 63100 2022-23 100 374

2023-24
b Details of employees stock options granted under Poly Medicure Employee Stock Option Scheme, (ESOP 2020)
(Year of Grant)
2022-23 79900 2024-25 100 666

2025-26
c Movement of share options during the year
As at 31st March 2024 As at 31st March 2023

Particulars Number of share Number of share
Exercise Price Exercise Price
options options
Balance at the beginning of the year 104,450 100 75,500 50 & 100
Granted during the year (ESOP-2020) - - 79,900 100
Forfeited during the year - - - -
Exercised during the year (ESOS 2016, 2020) 27,075 100 44,000 50 & 100
Expired / Lapsed during the year 3,375 - 6,950 -
Balance Options to be exercised at the end of the year 74,000 100 104,450 100
d Compensation expenses arising on account of share based payments

( ₹ in lacs)
Year ended
Particulars
31-Mar-24 31-Mar-23
Share based payment expenses to employees 211.44 192.74
Total 211.44 192.74
e Fair value on grant date
The fair value on grant date is determined using Black Scholes Model which takes into account exercise price, terms of option, share price
at grant date and expected price volatility of the underline shares, expected dividend yield and risk free interest rate for the term of option.
The model inputs for options granted ESOS 2020 ESOS 2020
a Exercise price 100 100
b Grant date 29th Sep 2020 04th Aug 2022
c Vesting year 2022-23 2023-24 2024-25 2025-26
d Share price at grant date 463 755

208
e Expected price volatility of the company share 20% to 25% 20% to 25%
f Expected dividend yield 0.43% 0.33%
g Risk free interest rate 6.00% 7.00%
The expected price volatility is based on the historic volatility.
45 ADDITIONAL INFORMATION PURSUANT TO SCHEDULE III OF THE COMPANIES ACT 2013:

( ₹ In lacs)
Net Assets Share in profit (loss)
Name of the entity As % of Amount As % of Amount

consolidated net consolidated
assets profit
Holding Companies share 95.32% 145,824.83 97.15% 25,172.34
Subsidiary Companies
Poly Medicure (Laiyang) Co. Ltd, China 0.57% 870.52 0.60% 155.88
Polymed BV, Netherlands, (Consolidated) 3.70% 5,661.47 1.27% 330.24
Plan 1 Health India Pvt Ltd. 0.00% (1.00) 0.00% (0.66)
Associate Company
Ultra for Medical Products, Egypt 0.41% 624.20 0.98% 252.68
Subtotal 100.00% 152,980.02 100.00% 25,910.47
Adjustments arising out of consolidation (5,974.66) (84.47)
Non-controlling interest - -
Total 147,005.35 25,825.97
Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with Rule 5 of Companies (Accounts)
Rules, 2014 is Annexed.
46 During the year ended 31st March 2019, the company had invested a sum of ` 3,417.79 lacs in Poly Medicure BV, Netherlands, where
by Poly Medicure BV, Netherlands became wholly owned subsidiary company of the company. Poly Medicure BV Netherlands invested
` 3,348.36 lacs in Plan 1 Health Italy, where by Plan1 Health became step subsidiary of the company. The consolidated financial statement
of Poly Medicure BV have been consolidated in the consolidated financial statements. Goodwill amounting to ` 2,858.11 Lacs have been
created on consolidation. Goodwill of ` 2,858.11 Lacs has been (CGU) allocated to Plan 1 Health Italy business only. The estimated value
in use of this CGU is based on future cash flows using a 20 % weighted annual growth rate for forecast periods of 5 years and discount
rate of 9 % .An analysis of the sensitivity of the computation to a change in key parameters (i.e. operating margin discount rate and long
term average growth rate) based on reasonable assumption did not identify any probable scenario in which the recoverable amount of the
CGU would decrease its carrying amount, accordingly, no impairment in value of goodwill on consolidation have been made.
As per Dutch GAAP (applicable to Polymedicure BV Netherlands) goodwill is measured at cost less accumulated amortization and is
amortized over useful life of 20 years whereas as per Ind AS, Goodwill is tested for impairment and not amortized. Suitable adjustment
has been made in consolidated financial statements in this regard to follow uniform accounting policies applicable under Ind AS.
Other suitable adjustments to follow uniform accounting policies applicable under Ind AS has also been made in consolidated financial
statement, wherever accounting policies followed/adopted by subsidiary companies are different.
47 Events after the reporting date

Dividends declared by the company are based on the profits available for distribution. On 17th May 2024, the Board of directors have
proposed a final dividend of ` 3/- per share in respect of the year ended March 31 2024 subject to approval of shareholders at the Annual
General Meeting. The proposal is subject to approval of shareholders at the Annual General Meeting, and if approved, would result in a
cash outflow approximately ` 2,879.14 Lacs.
48 ‘No funds have been advanced/loaned/invested (from borrowed fund or from share premium or from any other sources/kind of fund) by
the company to any other person(s) or entity(ies), including foreign entities(intermediaries), with the understanding (whether recorded in
writing or otherwise) that the intermediary shall (i) directly or indirectly lend or invest in other peron or entities identified in any manner
whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or like to or on behalf of the
Ultimate Beneficiaries.

2022-23
209
No funds have been received by the company from any person(s) or entity(ies), including foreign entities (funding Parties), with the
understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
49 ‘The Indian parliament has approved the Code of Social Security, 2020 which would impact the contribution by the company toward
providend fund and gratuity. The Ministry of Labour and Employment has relesed draft rules for the Code on Social Security, 2020 on
November 13, 2020. The company will asses the impact and its evaluation once the subject rules are notified. The conmpany will give
appropriate impact in its financial statement in the period in which, the code become effective and the related rules to determine the
financial impact are published.
50 Additional regulatory information required by Schedule-III of Companies Act 2013

1) Relationship with struck off Companies: The Company do not have any relationship with Companies struck off under section 248 of
Companies Act 2013 or Section 560 of Companies Act 1956.
2) Details of Benami Property: No proceedings have been initiated or are pending against the Company for holding any Benami property
under Benami Transaction (Prohibition) Act 1988 and the Rules made thereunder.
3) Compliance with numbers of layer of Companies: The Company has complied with the number of layers prescribed under Companies
Act 2013.
4) Compliance with approved Scheme of Arrangement: The Company has not entered into any scheme of arrangement which has an
accounting impact on current or previous financial year.
5) Undisclosed Income: There is no income surrendered or disclosed as income during current or previous year in the tax assessment
under the Income Tax Act 1961 that has not been recorded in books of accounts.
6) Details of Crypto Currency or Virtual Currency: The Company has not traded or invested in crypto currency or virtual currency during
the current or previous year.
51 ‘Previous year figures have been regrouped or reclassified to confirm current year classification.


M. No. : A32270

210
Form AOC - I
Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013,
read with rule 5 of Companies (Accounts) Rules, 2014
Statement containing salient features of the financial statement of subsidiaries
Part “A”: Subsidiaries

(₹ in Lacs)
1 2 3
Poly Medicure Polymed BV,
Plan 1 Health
Sr. No. Name of the subsidiary (Laiyang) Co. Netherland,
India Pvt.Ltd.
Ltd., China Consolidated
Management
Audited Audited
Certified
1 Reporting period for the subsidiary concerned 31st March 2024 31st March 2024 31st March 2024
CNY EURO Rupee
Reporting currency and Exchange rate as on the last date of the
2 1 CNY = 11.55 1 EURO = 89.95
relevant Financial year in the case of foreign subsidiaries
INR INR
3 Share capital 872.38 1,916.09 1.00

4 Reserves & surplus (1.86) 3,745.38 (2.00)
5 Total assets 1,739.91 7,746.52 0.24
6 Total Liabilities 869.39 2,085.05 1.24
7 Investments - - -
8 Turnover 1,502.11 6,501.02 -
9 Other Income 1.35 153.52 -
10 Profit (Loss) before taxation 155.88 614.13 (0.66)
11 Provision for taxation - 283.89 -
12 Profit (Loss) after taxation 155.88 330.24 (0.66)
13 Proposed Dividend - - -
14 % of shareholding 100% 100% 100%
Part “B”: Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
Name of Associates Ultra For Medical Products Company (UMIC), Egypt
Latest audited Balance Sheet Date (Unaudited management certified) 31st December 2023
Shares of Associate held by the company on the year end
No. 241,500
Amount of Investment in Associates 88.67
Extent of Holding % 23%
Description of how there is significant influence Holding more than 20% of share capital
Reason why the associate is not consolidated N.A.
Net worth attributable to Shareholding as per latest audited Balance Sheet 624.20
Profit for the year
Considered in Consolidation 252.68
Not Considered in Consolidation 909.88

2022-23
211

212

2022-23
If undelivered, please return to:
POLY MEDICURE LIMITED

Registered Office :
232-B, 3rd Floor, Okhla Industrial Estate, Phase-III, New Delhi-110020, INDIA
Tel: +91-11-33550700, 26321838 / 99 / 89 / 93 / 81 Fax: +91-11-26321894/39
E-mail: investorcare@polymedicure Web: www.polymedicure.com
Plants:
Unit-I : Plot No. 104-105, Sector-59, HSIIDC Industrial Area, Ballabgarh, Faridabad-121004 (Haryana)
Unit-II : Plot No. 115-116, Sector-59, HSIIDC Industrial Area, Ballabgarh, Faridabad-121004 (Haryana)
Unit-III : Plot No. 17, Sector-3, I.I.E Sidcul, Haridwar-249403 (Uttarakhand)
Unit-IV : Plot No. PA010-019, Mahindra World City, (SEZ) Jaipur - 302037 (Rajasthan)
Unit-V : Plot No. 34, Sector-68, IMT, Faridabad-121004 (Haryana)

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Poly Medicure Limited

Regd. Office: 232 B, 3rd Floor, Okhla Industrial Estate,

Date: 04 th Septemb~r, 2024

The Manager The Manager

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This is for your kind information and record please.

·For Poly Medicure Limited

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Poly Medicure Limited

Poly Medicure Limited

Inside this Report:

Key Performance Indicator 3

Awards and Recognitions 4

Clinical Engagement Programme conducted in various Hospitals 5

Participation in Various Exhibitions and Conference in India and abroad 6

Global Manufacturing Footprint 9

Notice of Annual General Meeting 13

Statutory Directors’ Report 48

Report on Corporate Governance 76

Standalone Financial Statements

Independent Auditor’s Report 91

Statement of Profit and Loss 99

Cash Flow Statement 100

Statement of Changes in Equity 102

Consolidated Financial Statements

Independent Auditor’s Report 149

Balance Sheet 154

Statement of Profit and Loss 156

Cash Flow Statement 158

Statement of Changes in Equity 160

Notes forming part of Consolidated Financial Statements 164

Statement of Salient features of the Financial Statements of

Annual Report 2023-24

Key Performance Indicators (Consolidated):

Revenue (` Crore) 1,375.79 EPS (`) Adjusted with bonus

PAT (` Crore) Gross Fixed Assets ( ` Crore)

EBITDA (` Crore) Dividend ( ` Crore), inclusive of tax

Net Worth (` Crore) Market Capitalisation (` Crore)

Poly Medicure Limited

Awards and Recognitions

Best Healthcare Brands 2024 The Next 500 Companies 2023

Annual Report 2023-24

Clinical Engagement Programmes conducted across various hospitals in India

Poly Medicure Limited

Participation in various International Exhibitions & Conferences

Hospitalar, Brazil Arab Health - 2024

Annual Report 2023-24

Participation in various Exhibitions & Conferences across India

Poly Medicure Limited

Highlights of CSR Initiatives and Projects

Annual Report 2023-24

Global Manufacturing Footprint

117, Faridabad 115-116, Faridabad 104-105, Faridabad

SEZ, Jaipur SEZ2, Jaipur IMT, Faridabad

IMT2, Faridabad Haridwar Plant R&D Center, Faridabad

Amaro, Italy Assuit, Egypt Laiyang-Qingdao, China

Poly Medicure Limited

Financial Highlights (Standalone)

Particulars 2023-24 2022-23 2021-22 2020-21 2019-20