Adeshwar Meditex Ltd

To,

The Members,

AdeshwarMeditex Limited

Your Directors have pleasure in presenting their 17^th Annual Report on the Standalone Audited Statement of Accounts of AdeshwarMeditex Limited ("the Company") for the Financial Year ended March 31, 2024.

The summarized financial performance of the Company for the FY 2023-24 and 2022-23 are given below:

[Amount in lacs.]

During the financial year under review, the Company has posted total revenue of Rs. 7,998.30 lacs as against Rs. 8,266.27 lacs for the corresponding previous year.

Further, the Company earned net profit after tax of Rs. 200.80 lacs as against net profit after tax Rs.207.41 lacsfor the corresponding previous year.

State of Affairs and Future Outlook:

We are working tirelessly to create a friendly working environment and place of innovation and learning. We are a growing organization, with products supply across the India and in other country.

We are in the business of manufacturers, producers, refiners, processors, exporters, importers, distributors, traders, merchants, dealers, representatives. selling agents, buying agents, re-packers, buyers, sellers, wholesalers, retailers, suppliers and stockiest of all kinds and varieties of surgical, pharmaceutical, medicine items including first aid kits in various sizes for hospitals, medical centers, households, schools and various industries including automobile sector, surgical dressings including sterile medicated wound dressings, sterile advanced hemostatic dressings, chitosan, oxidized cellulose and gelatin sponges, medical bandages including elastic, adhesive and non- adhesive, adhesive tapes and plasters including medicated and non-medicated, military dressings for defense services, sterile gauzes, dressings, swabs including medicated and non-medicated, orthopedic bandages, dressings, orthopedic soft products and equipment, sanitary napkins, surgical gloves, surgical blades, infusion sets and allied products, antiseptic solutions, disinfectants, hand sanitizers, ointments including medicated and non-medicated, rectified spirit, extra neutral ethyl alcohol, and alcohol based products, sterile pre and post operations medical kits, Home Based New Born (HBNC) and other kits, face masks, caps, gowns, face shield, PPE kits, HIV kits, all hospital protective wears and disposables, laboratory reagents, testing kits and dealing in various items and Turnkey projects for all of the above products and other ancillary business.

The Company was incorporated as AdeshwarMeditex Private Limited on April 02, 2007. Further, the company was converted to Public Limited on March 09, 2021. The Company has pursuant to Section 23, 26, 179(3), 62(1)(c) and all other applicable provisions of Companies Act, 2013 carried out the procedure of Initial Public Offering of Equity shares of the Company. The Company was listed on Bombay Stock Exchange (BSE) with effect from June 28, 2021.

Our Company has witnessed downfall in the total revenue from operations and consequent decrease in the Net Profit After Tax (NPAT) as compared to previous financial year. In the coming years the company shall focus on delivering the quality products and explore more avenues in the pharma (wound dressing and hygiene) sector and focus on the future development and success of the company. We shall together work towards strengthening the core competencies of the company and strive to increase the revenue from operation and consequently increase the net profit of the company in the future. We are hopeful of growing in the surgical disposables sector and having profits in the near future.

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

The Board of Directors has not transferred any amounts in reserve.

As on 31^st March, 2024, the Authorized Share Capital of the company is INR 15,00,00,000/- (Indian Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity shares of Face value INR 10/- (Indian Rupees Ten each) and the Issued, Subscribed & Paid up share capital is INR 14,43,14,260/- (Indian Rupees Fourteen Crore Forty Three Lakh Fourteen Thousand Two Hundred Sixty) divided into 1,44,31,426/- (One Crore Forty Four Lakh Thirty One Thousand Four Hundred Twenty Six) of Face Value INR 10/-(India n Rupees Ten each).

Further, there is no change in the authorized, issued, subscribed & paid up share capital of the company during the Financial Year.

However, there has been change in the Promoter Group of the Company by way of Open Offerdated March 14, 2024, Share Purchase Agreement dated December 05, 2023 and Memorandum of Understanding dated June 12, 2023. 61,55,332 equity shares of AdeshwarMeditex Limited of the promoter group held in the name of Ms. SuchetaTalati was transferred to Mr. K. Nagaraja Rao and Mr. AbhinandanNin tranches.

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. KrishnojiraoNagaraja Rao (DIN: 07684308), Whole-time Director of the Company, retires by rotation and being eligible; offers himself for reappointment at the forthcoming 17^th Annual General Meeting. The Board recommends the said reappointment for shareholders' approval.

2. Mr. ShaileshRajpure (DIN: 06758460) was appointed as Additional Director of the Company with effect from February 27, 2023 and his appointment was confirmed by the members of the Company at the Extra-Ordinary General Meeting held on May 26, 2023.

3. Mr. BenegalParameshwaraUdpa (DIN: 08563819) and Mr. Arun Shankar Koli (DIN: 08234299) were appointed as Additional Independent Director with effect from June 30, 2023 and their appointment was confirmed by the members of the Company at the Annual General Meeting held on September 26, 2023.

4. Mrs. SuchetaTalati (DIN: 01976461), Non-executive Director of the company resigned from the directorship of the company with effect from January 06, 2024.

1. Ms. Shivani Tiwari, Company Secretary & Compliance Officer of the company resigned from her position with effect from May 08, 2024 and consequently Mr. Vishal Jain was appointed for the position with effect from May 22, 2024.

2. Mr. Nagaraja Rao Abhinandan, CFO of the company resigned from his position with effect from August 26, 2024 and consequently Mr. Prashant Rane was appointed at the same position with effect from August 26, 2024.

3. Mr. Nagaraja Rao Abhinandan (DIN: 08677161), was appointed as Additional Executive Director of the company with effect from August 27, 2024, subject to member's approval at the ensuing Annual General meeting to be held on September 25, 2024.

4. Dr. Prithvi Singh (DIN: 10759890), was appointed as Additional Non-Executive Director of the company with effect from August 30, 2024, subject to member's approval at the ensuing Annual General meeting to be held on September 25, 2024.

5. Mr. KrishnojiraoNagaraja Rao (DIN: 07684308), the Whole-time Director is proposed to be re-designated as Chairman cum Whole-time Director of the company with effect from September 25, 2024 subject to member's approval at the ensuing Annual General meeting to be held on September 25, 2024.

6. Ms. AshalataBaburaoRaut (DIN: 07684308), the Whole-time Director is proposed to be redesignated as Managing Director of the company with effect from September 25, 2024 subject to member's approval at the ensuing Annual General meeting to be held on September 25,2024.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2024 are:

* resigned with effect from May 08, 2024.

The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. Additional meetings are held, when necessary.

During the financial year ended March 31, 2024, 06 (Six) Board Meetings were held, the dates which are as follows:

Attendance details of Directors for the year ended March 31, 2024 are given below:

The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

The Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.The Meeting of Independent Directors of the Company was held on February 13, 2024. The Code for Independent Director is available on the website of the company at https://adeshwarmeditex.com/.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board is required to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.The policy related with code of conduct for Board of Directors and senior management is available on the website of the company at https://adeshwarmeditex.com/.

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

During the financial year ended March 31, 2024, 04 (Four) meetings of committee were held, the dates which are as follows:

Details of the composition of the Committee and attendance during the financial year are as under:

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the workcarried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The said policy is annexed to this report as Annexure II and is available on our website www.https://adeshwarmeditex.com/.

During the financial year ended March 31, 2024, 04 (Four) meetings of committee were held, the dates which are as follows:

Details of the composition of the Committee and attendance during the financial year are as under:

During the financial year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor' s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

There was 1 meeting held on February 13, 2024 during the financial year under review.

Details of the composition of the Committee and attendance during the year are as under:

The details of complaints received and resolved during the Financial Year ended March 31, 2024 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2023-24:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

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

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

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

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

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

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Companyis enclosed as Annexure IIIand forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

Further, the name of top ten employees in terms of remuneration drawn is disclosed in Annexure IV and forms an integral part of this report.

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28^th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: https://adeshwarmeditex.com/.

The company does not have any Subsidiary/Joint Ventures/Associate Companies as on March 31, 2024, therefore there is nothing to report on this behalf.

At the 14^th Annual General Meeting held on September 29, 2021, M/s. J N Gupta & Co., Chartered Accountants, (Firm Regd. No. 006569C), a partnership firm were appointed as Statutory Auditor of the Company to hold the office for the period of five years i.e. from the conclusion of 14^th Annual General Meeting till the conclusion of the 18^thAnnual General Meeting, to be held in FY 2025 -26.

Auditors Report as issued by M/s. J N Gupta & Co., Chartered Accountants, StatutoryAuditors of the Company is self explanatory and need not call for any explanation by your Board.

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure V to this report.

Internal Audit & Controls:

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management,and Statutory Auditors.

Further, M/s. B. B. Gosani& Associates, Chartered Accountants (Firm Regn No.: 0112187W) were appointed as an Internal Auditor of the Company for a term of five (3) years i.e. from Financial Year 2021-22 to 2023-24, who tendered their resignation letter dated August 20, 2023.

Consequently, M/s. BasudeMakote& Saini, Chartered Accountants (Firm Regd No: 124381W) was appointed as Internal Auditor of the company w.e.f. August 26, 2023 to issue report for financial year 2022-23 and 2023-24.

The Company has not provided stock options to any employee.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://adeshwarmeditex.com/. The employees of the Company are made aware of the said policyat the time of joining the Company.

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

The provisions of the Corporate Governance is not applicable to the Company pursuant to regulation 15(2)(a) of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

During the financial year under review, the Company has not provided any loan, guarantee, security covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

Related party transactions, if any, that were entered into during the period ended March 31, 2024, were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

The details of the related party transactions as per Indian Accounting Standard 24 are also set out in Note No. 30 to the Significant Accounting policies part of this report.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company's total cost of operations. However, as a part of the Company's conservation of energy programme, the management has appealed to all the employees/workersto conserve energy.

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations, b) Greater precision, c) Retention of existing customers and expansion of customer base, d) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review;

IV. The Company has not expended any expenditure towards Research and Development during the year under review.

During the year under review, there was earning of Rs. 496.23 lacs in foreign exchange. However there was no outgoing in foreign exchange.

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Board of Directors has frame a policy which lays down a framework in relation to Corporate Social Responsibility of the Company and is available on the website of the company at https://adeshwarmeditex.com/.

During the year under review, the Company has not expended any amount towards CSR activities as the same is not applicable to the Company pursuant to section 135 of the Companies Act, 2013.

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. However, the company is proposing to adopt revised policy and form a committee for the same. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year ended 31^stMarch 2024 , Company has not received any complaint of harassment.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

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

During the Financial year and period until the AGM, Mr. KrishnojiraoNagaraja Rao, Mr. Nagaraja Rao Abhinandan (hereby referred to as "Acquirer") along with M. B D Chavan& Mr. Satish R Chudekar (hereby referred to as "PAC") acquired 37,52,171 Equity shares representing 26% of the Voting Share Capital of the Target Company from the Public Shareholders of the company through open offer pursuant to The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and 61,55,332 Equity shares from Mrs. SuchetaTalati representing 42.65% through Share Purchase Agreement ("SPA") leading to re-classification of promoters and change in management of the company.

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.