Medi Caps Ltd

Dear Shareholders,

Medi-Caps Limited

It gives me immense pleasure to present the 41^st Annual Report of the Company for the financial year ended March 31,

2024, along with the Audited Standalone and Consolidated Financial Statements and Auditor's Report thereon. The year

2023-24 in which company has generated revenue from its real estate segment and revisited the core values of the Company, in view of the changing business scenario and the organizational growth plans.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

The standalone and consolidated financial statements of the Company for the financial year ended 31^st March 2024 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time. The following table shows the operational results of the Company for the Financial Year 2023-24 as compared to that of previous year: (Amount in Lakhs except EPS)

In the financial year 2023-24 the Company, on a standalone basis, has earned total income of INR 731.26 Lakhs and generated a profit after tax (Before Comprehensive Income) of INR 388.82 Lakhs. Further on a consolidated basis, the Company has earned a total income of INR 2782.01 Lakhs and incurred a loss (Before Comprehensive Income) of INR 224.08 Lakhs The consolidated financials reflect the cumulative performance of Medi-Caps Limited along with its wholly owned subsidiary i.e. Medgel Private Limited.

2. CHANGE IN REGISTERED OFFICE

During the current financial year 2024-25, Board of Director in their meeting held on 07^th August 2024 proposed to shift the registered office of the Company from Mhow - Neemuch Road, Sector 1, Pithampur - 454775, Dist. Dhar (M.P.) To 201, Pushpratna Paradise 9/5 New Palasiya, Opposite UCO Bank, Indore (M.P.) 452001 w.e.f. 01^st October, 2024 subject to approval of members in ensuing Annual General Meeting.

3. ANNUAL RETURN

Pursuant to Section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of annual return for Financial year 2023-24 is applicable to the Company and the same is available on the website of your Company i.e. https://medicaps.com/upload/mgt-2023-24.pdf

4. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND AGM

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. The notice of the Board Meeting is given in advance to all the Directors. The agenda of the Board/ Committee meetings is circulated at least 7 (seven) days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The details of the number of meetings of the Board and its Committees held during the Financial Year 2023-24 forms part of the Corporate Governance Report. Further, 40^th Annual General Meeting of the Company for the Financial year 2022-2023 was held on Friday, 29^th September 2023.

5. DIVIDEND

To conserve resources and plough back profits; the Board of Directors has not recommended any dividend for the year 2023-24.

6. AMOUNT TRANSFERED TO RESERVES

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

7. DEPOSITS

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

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

Pursuant to Section 2 (31) of the Companies Act, 2013 read with Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.

8. SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES OF THE COMPANY

The Company continues to have one Wholly Owned Subsidiary i.e. Medgel Private Limited. Further, the Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2023-24. Further, there are no companies that have become/ceased to be subsidiary, associate or joint venture of the Company during the financial year 2023-24. During the financial year, your Board of Directors had reviewed the affairs of the subsidiary. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report. A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company. In accordance with fourth proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing inter alia the audited standalone and the consolidated financial statements of the Company for the financial year ended 31st March, 2024, along with relevant documents has been placed on the website of the Company, www.medicaps.com. Further, audited financial statements of the subsidiary company have also been placed on the website of the Company https://medicaps.com/upload/fssc-2023-24.pdf

In terms of Section 136 of the Companies Act, 2013 (‘the Act'), the Financial Statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours. Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not given any loans/advances to the subsidiary of the Company

Medgel Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI Listing Regulations'). The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the

Company's website at: Policy-for-determining-Material-Subsidiary-f.pdf (medicaps.com)

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31^st March, 2024, have been prepared in accordance with applicable IND AS 110- "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations. The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of the Annual Report.

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

As on 31^st March 2024, Board of Directors comprises of total 07 (Seven) Directors namely:

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

During the financial year 2023-24, on the recommendation of Nomination and Remuneration Committee, Mr. Gajendra Singh (DIN: 10253991) was appointed as an Additional Director in the category of Non-executive Independent Director of the Company w. e. f. 11^th August 2023 for a term of 5 (five) consecutive years commencing from 11^th August, 2023 to 10^th August, 2028 (both days inclusive), at its meeting held on 11^th August 2023 which were subsequently confirmed by the members in their 40^th Annual General Meeting held on 29^th September 2023. Further, during the year Mr. Akshit Garg (DIN: 08576807) and Mr. Sourabh Kumar Shrivas (DIN: 09692160) were resigned from the post of Non-Executive Director w.e.f. 21^st July, 2023. However, during the current Financial Year 2024-2025, second and final term of Mr. Pramod Fatehpuria (DIN: 00972389) as Independent director, has been completed, consequently he ceased/retired from the directorship of the Company w. e. f. the close of business hours on 28^th May, 2024. Your Board places on record his deep appreciation of the valuable contribution made by him during his tenure as Independent Director of the Company. c) Board Independence

Our definition of ‘Independent Director' is derived from Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. As on 31^st March 2024, the Company is having following 4 (Four) Independent Directors:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Alok K. Garg (DIN: 00274321), Managing Director retires by rotation at the ensuing 41^st Annual General Meeting and being eligible offers himself for re-appointment. However, his term is fixed and shall not break due to this retirement. Your directors have recommended his appointment for approval of shareholders, in the ensuring Annual General Meeting of the Company. e) Key Managerial Personnel

As on 31^st March, 2024, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

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

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

3. Mr. Hemant Sethi, Chief Financial Officer f) Change in the Key Managerial Personnel

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

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

All Independent Directors have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations stating that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations as amended from time to time. Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The

Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that- a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year. c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. the Directors had prepared the annual accounts on a going concern basis. e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority. The Details of Committees of the Board are given below:- (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

The Independent Directors met once during the year on 8^th November, 2023. The meeting was conducted in an informal manner without the presence of the Chairman, Managing Director and Non-Executive Non-Independent Directors of the Company.

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and or senior management personnel of the company, along with the criteria for determination of remuneration of directors,

KMP's and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section

178 of Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. Policy of the Company has been given at the website of the Company at Remuneration-Policy.pdf (medicaps.com). The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors. The performance of the Board was evaluated by the Board after seeking input from all the directors because of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The Company has devised a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation and domain knowledge, compliance with code of conduct, vision and strategy. The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Performance Evaluation Criteria for Independent Directors:

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

During the year under review, Mr. Gajendra Singh (DIN: 10253991) was appointed as an Independent Director in the Company. At the time of appointment of Mr. Gajendra Singh (DIN: 10253991), the Nomination and Remuneration Committee of the Board considered that he had a vast post qualification experience and a good exposure in Administration. He is well known for his Strategic thinking skills and abilities to deal with management issues. Mr. Gajendra Singh possesses humble confidence with leadership qualities and Business acumen, and it was believed that he would exercise objective independent judgment on corporate affairs and maintains high ethical standards and shall take into account the interests of stakeholders. Further, in the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014. A list of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance Report.

B) FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors. The details of program for familiarization of Independent Directors of the Company is available on Company's website at

Pursuant to Section 186 of the Companies Act, 2013 read with Schedule V of the SEBI Listing Regulations disclosure on particulars relating to Investment are stated in Note No. 3 & 6 of Standalone Financial Statement. Further your company has not given any loan or advances in nature of loan to any other Body Corporate or person. Details of investments given are disclosed as under: (Amount in Lakhs)

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

In line of the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy of RPT is available on the Company's website RPT-Policy-W.E.F-25.07.2018-Final-Updated.pdf (medicaps.com) During the year under review, all related party transactions entered by the company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. There were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS-24 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report 2023-24.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

The Board is expected to play an important role in establishing the control environment, including clarity of expectations regarding integrity and ethics and adherence to codes of conduct and creating clear accountability for performance of internal control responsibilities. The Company's Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company's policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board review these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified because of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. The company has laid down adequate systems and well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for periodically checking and monitoring the internal control measures. Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company's internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

In view of the net worth, profits and turnover, the Company does not fall under the provisions of Section 135 of the Companies Act, 2013 and the rules made there under. Hence the obligations under Section 135 of the Companies Act, 2013 are not applicable to the Company.

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, given in the "ANNEXURE-B" and forms an integral part of Board Report. During the year, none of the employee is drawing remuneration of more than INR 102.00 Lakhs or more per annum or INR 8.50 Lakhs per month for part of the year. Therefore, the statement containing details of Top Ten Employees in terms of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to the date, is available at Corporate Office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at investors@medicaps.com Pursuant to Section 197(14) of the Companies Act, 2013, during the year, Mr. Alok K. Garg (DIN: 00274321), Managing Director of the Company has drawn remuneration of INR 41.95 Lacs from wholly owned subsidiary company in capacity of Managing Director of Medgel Private Limited till the date of 31^st October, 2023 and Mr. Akshit Garg (DIN: 08576807), Non-Executive Non-Independent Director of the Company has drawn remuneration of INR 19.84 Lacs from wholly owned subsidiary company in capacity of Whole Time Director of Medgel Private Limited. Apart from this none of the Director of the Company received any remuneration or commission from the wholly owned subsidiary company.

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

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

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

Blower Policy of the Company can be accessed on the Company's website at the whistle-blower-policy.pdf (medicaps.com) During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed L. N. Joshi & Co., Practicing Company Secretaries, Indore to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Auditor for the year 2023-24 is annexed herewith as "ANNEXURE-C" and forms an integral part of this report. There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:

Medgel Private Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Medgel Private Limited for the Financial Year 2023-24 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Medgel Private Limited submitted by L.N. Joshi & Company, Practicing Company Secretaries is annexed as ANNEXURE-D and forms an integral part of this Report.

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2023-24 has been submitted to the stock exchange within the prescribed time.

Rawka & Associates, Chartered Accountants (FRN: 021606C), were re-appointed as Statutory Auditors of your Company in the 39^th Annual General Meeting held on 28^th September 2022, for another term of five consecutive years from the conclusion of 39^th Annual General Meeting up to the conclusion of the 44^th Annual General Meeting to be held for the financial year 2026-27. The Auditor's Report and the notes on financial statement for the year 2023-24 referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

There were no instances for other than reportable fraud to the Central Government covered under Section 134(3) (ca) of the Companies Act, 2013. Further, the Auditors have not found any fraud as required to be reported by them under Section 143(12) to the Central Government during the year 2023-24.

The Board of Directors in their meeting held on 23^rd May 2023 on the recommendation of Audit Committee approved the appointment of Praveen Shrivastava & Company, Chartered Accountant, as an Internal Auditor of the Company for the financial year 2023-24. Further during the financial year 2023-24, the Company took their suggestions and recommendations to improve and strengthen the internal control systems. Their scope of work includes review of operational efficiency, effectiveness of systems and processes, compliances and assessing the internal control strengths in all areas.

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

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit and Records was not applicable to the Company during the year 2023-24.

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

Pursuant to Regulation 17(5) of the SEBI Listing Regulations requires listed companies to lay down a Code of Conduct for its Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the Company at CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS-AND-KMPS.pdf (medicaps.com).

All Directors and Senior Management personnel have affirmed compliance with the Code for 2023-24. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

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

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

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In compliance with the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Compliant under the same. There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The Company's movable assets are adequately insured against the risk, as consider necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business.

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the

Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of

Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

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

There are no significant material orders passed by the Regulators which would impact the going concern status of the Company and its future operations. 41. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: The company has not issued equity shares with differential rights as to dividend, voting or otherwise. As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company. The company has not issued any Shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013). There has been no change in the nature of business of your Company. The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending 31^st March 2024. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company. There was no one time settlement of loan obtained from the Banks or Financial Institutions. There was no revision of financial statements and Board's Report of the Company during the year under review.

The Board of Directors of your Company wish to express their deep gratitude towards the valuable co-operation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and shareholders. Further, the Board places its special appreciation for the cooperation and continued support extended by employees of the Company at all levels.

(Amount in Lakhs)

1. Names of subsidiaries which are yet to commence operations : N.A. 2. Names of subsidiaries which have been liquidated or sold during the year : N.A.

**Remuneration was given to Mr. Alok K Garg w.e.f. 01^st November, 2023 therefore % increase is not applicable

Further, percentage increase in Remuneration of Non-executives Directors doesn't apply as no remuneration/ sitting fee/commission is paid to them.

There was average percentile increase of 122.89% in salaries of employees other than the managerial personnel in the last financial year. Further, remuneration was given to managerial personnel w.e.f. 01^st November 2023, therefore an increase in remuneration of managerial personnel is not applicable. Hence justification and comparison of the increase in remuneration of employees with increase in remuneration of managerial personnel were not applicable.

The Board affirms that remuneration is as per the remuneration policy of the Company.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

CIN: L70100MP1983PLC002231

Mhow - Neemuch Road Sector 1 Pithampur Dhar (M.P.) 454775

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MEDI-CAPS LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering 1^st April 2023 to 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed, and other records maintained by MEDI-CAPS LIMITED for the financial year ended on 31^st March 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under.

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under.

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable to the company during the audit period).

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the company during the audit period).

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the company during the audit period).

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (not applicable to the company during the audit period).

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (not applicable to the company during the audit period).

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

(j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

(vi) I have relied on the representation made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other applicable Acts, laws and Regulations to the Company on a test check basis. The management of the Company confirmed that the Company has entered real estate business and has discontinued the manufacturing activities of pharmaceuticals business. Therefore, the laws, regulations, directions, orders applicable specifically to the Company is the Real Estate (Regulation and Development) Act, 2016.

I have also examined compliance with the applicable clauses of Secretarial Standards on Meeting of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), issued by The Institute of Company Secretaries of India.

I further report that I have not reviewed the applicable financial laws (direct and indirect tax laws), Accounting Standards, since the same have been subject to review and audit by the Statutory Auditors of the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observation:

1. There are 3 (Three) charges which were satisfied long back but no evidence for the satisfaction was produced before me and these charges are shown in the Index of Charges at the portal of MCA.

2. Delay in submission of Disclosure of Related Party Transaction for the half year ended on 30^th September 2023

3. Delayed in submission of disclosure pursuant to SEBI Circular number SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, related to the pendency of any litigation(s) or disputes, which may have an impact on the listed entity.

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken any event/action having major bearing on the

Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, and standards etc. referred to above.

For the Financial Year Ended on 31^st March, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

201, Pushpratna Paradise

9/5 New Palasiya, Opposite Uco bank Indore (M.P.) 452001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MEDGEL PRIVATE LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering 1^st April, 2023 to 31^st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed, and other records maintained by MEDGEL PRIVATE LIMITED for the financial year ended on 31^st March 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; (not applicable to the company during the audit period)

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under; (not applicable to the company during the audit period)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (not applicable to the company during the audit period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (not applicable to the company during the audit period)*

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20 18; (not applicable to the company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (not applicable to the company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (not applicable to the company during the audit period);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended from time to time. (Applicable to the extent of material wholly owned subsidiary company of Medi-Caps Limited)

*The Company being a material wholly owned subsidiary of Medi-Caps Limited (Listed Entity), Directors and certain employees of the Company have been categorized as Designated Persons and are covered by the Code of Conduct under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended, of Medi-Caps Limited.

(vi) I have relied on the representation made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other applicable Acts, laws and Regulations to the Company on a test check basis. The laws, regulations, directions, orders applicable specifically to the Company are as follows:

1. Drugs and Cosmetics Act, 1940

2. Standard Weight and Measurement Act, 1976

I have also examined compliance with the applicable clauses of Secretarial Standards on Meeting of Board of Directors(SS-1) and Secretarial Standards on General Meetings(SS-2) issued by The Institute of Company Secretaries of India.

I further report that I have not reviewed the applicable financial laws (direct and indirect tax laws), Accounting standard, since the same have been subject to review and audit by the Statutory Auditors of the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year there was no change in the composition of Board of Directors.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors of the Company, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken any event/action having a major bearing in the company's affair in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred above.