Aakaar Medical Technologies Ltd

The Members of

Aakaar Medical Technologies Limited

Mumbai.

Your directors' have pleasure in presenting the 12^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

The financial performance of the Company for the year under review along with previous year's figures are given hereunder:

Amount (in Rs.Lacs)

The Company was able achieve splendid performance during the financial year 2024-25. The Company's revenue from operations increased from Rs. 46.11 Crores in the previous year to Rs.61.58 crores in the financial year 2024- 25, registering an increase of 33.55%. The Profit Before Tax stood at Rs.8.11 crore as against Rs. 3.65 Crore in the previous year, registering an increase of 121%; and the Profit After Tax stood at Rs.6.03 crores as against Rs. 2.02 Crore in the previous year, registering an increase of 197% over the previous year. The company is growing from strength to strength and your directors are confident of improving it performance further in the coming years.

In order to conserve the resources of the company for future growth your Board has not recommended any dividend for the financial year 2024-25.

The Company did not transfer any amount to reserves for the Financial Year ended 2024-25.

There is no Unclaimed or Unpaid Dividend due to be transferred to Investor Education and Protection Fund. BUSINESS OVERVIEW

Aakaar Medical Technologies Limited was incorporated in the year 2013 under the leadership of Mr. Dilip Meswani, who has been in the Aesthetic business since more than 25 years. He commenced his journey in the aesthetics business in 1999 through a proprietary business which was primarily selling Aesthetic Devices and then shifted his entire business under Aakaar Medical Technologies Limited. The Company was converted into a public limited Company during the financial year under review and a fresh certificate of incorporation was issued on 18^th November, 2024 by the Registrar of Companies, Maharashtra..

The company is a medical aesthetic company dealing in a wide range of aesthetics & specialized cosmetic products & devices. Our product range includes both Own brands (domestically manufactured products) and Imported Brands (distribution of imported brands) from countries such as Korea, Spain, Italy, and Austria. It has established a distinctive presence in the medical aesthetics market by exclusively focusing on business-to-business(B2B) channels for product distribution and sales. It supplies products & devices primarily to dermatologists, plastic surgeons, aesthetic physicians, who then sell these products to their end consumers as well as use certain device consumables as part of their treatments. Majority of company's revenue is from Aesthetic products and focus will continue to grow the Aesthetic products pipeline.

Over the last 3 years, the company has witnessed impressive growth, with its revenue climbing from Rs. 19.46 crores in Financial Year 2021-22 to Rs. 61.58 crores in Financial Year 2024-2025.

Your company has filed a Draft Red Herring Prospectus [DRHP] with National Stock Exchange Ltd. [Emerge] for an IPO of 37,50,400 equity shares, and has received an in-principle approval from the said stock exchange vide its letter dated 28.4.2025. The net proceeds of the IPO are proposed to be utilised towards funding of Working Capital requirements of the company and for General Corporate purposes. Your directors are in the process of taking a call on the appropriate timing when the IPO should be announced.

There is no change in the nature of business in the current year as compared to the previous year.

The Company does not have any Subsidiary, Joint venture or Associate Company.

The Company does not have any Subsidiary/ Joint Venture/ Associate Company and hence there is nothing to be mentioned.

There are no orders passed by regulators or courts or tribunals during the year impacting the going concern status and Company's operations in future.

The changes in the share capital structure of your Company during the year under review are detailed as under:

i. Allotment of 14 equity shares took place on 10.07.2024 pursuant to ESOP Scheme.

ii. Allotment of 6369 equity shares took place on 6.08.2024 pursuant to ESOP Scheme.

iii. Allotment of 38298 equity shares took place on 6.08.2024 pursuant to a Bonus issue.

iv. Allotment of 8936172 equity shares took place on 7.08.2024 pursuant to a Bonus issue.

v. Allotment of 343750 equity shares took place on 16.09.2024 pursuant to a Preferential issue of equity shares to Investors.

vi. Allotment of 119844 equity shares took place on 3.10.2024 pursuant to a Preferential issue of equity shares to Promoter group.

vii. Allotment of 277969 equity shares took place on 7.10.2024 pursuant to a Preferential issue of equity shares to Promoter group.

Thus the paid-up equity Share Capital of the Company as on 31^st March, 2025 was Rs. 10,42,24,160 comprising of 1,04,22,416 Equity Shares of Face Value of Rs. 10/- each. The Authorised Capital of the Company as on 31^st March, 2025 was Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each.

The Board of Directors of the Company met 17 times during the financial year 2024-2025 and the intervening gap between any two meetings was not more than 120 days (one hundred twenty days) as prescribed under Section 173 of the Companies Act, 2013. Your Company has complied with the provisions of Chapter XII - Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board.

The Audit Committee was constituted by the Board in its meeting held on 19.12.2024. During the year under review one Audit Committee meeting was held on 25.02.2025. The Audit Committee consists of Mr. Deepanjan Periwal, Chairperson & Independent Director, Mr. Rajendra Indubhai Dhandhukia, Independent Director & Mr. Dilip Meswani, Founder & Managing Director.

The Nomination & Remuneration Committee [NRC] was constituted by the Board in its meeting held on 19.12.2024. During the year under review one Nomination & Remuneration Committee meeting was held on 19.12.2024. The NRC consists of Mr. Deepanjan Periwal, Chairperson & Independent Director, Mr. Rajendra Indubhai Dhandhukia, Independent Director and Ms. Bindi Meswani, Director.

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the company will be available on the Company's website at www. aakaarmedical.in.

M/s. C B Mehta & Associates, Chartered Accountants (Firm Registration Number: 124978W), were appointed by the members in the 11^th Annual General meeting [AGM] of the company held on 30.09.2024 for a period of five years till the conclusion of AGM to be held for the Financial Year 2028-29.

Pursuant to the provisions of SEBI LODR and in view of the company getting listed with National Stock Exchange Ltd. the company is required to appoint a 'Secretarial Auditor'. In the Board meeting held on 27.5.2025 the Board of Directors have appointed M/s. NAM & Associates (Proprietor: Ms. Neha A. Marathe, Membership No. FCS11767, CP No. 17539) a peer reviewed firm, as the Secretarial Auditor of the Company for the financial year 2025-26.

The Board of Directors in its meeting held on 27.5.2025 have appointed M/s. Madhav Joshi & Associates, Chartered Accountants, as Internal Auditors of the company for the financial year 2025-26.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules made there under. The Auditor's Report on Financial Statements for the financial year 2024-25 issued by M/s. C B Mehta & Associates, Chartered Accountants, does not contain any qualification, reservation or adverse remark. However, under 'Emphasis of Matter' the auditors have made the following remarks viz.

ACPL has informed the management that they have a good case against the Customs authority and accordingly the decision was taken by management to deposit the said amount with ACPL for enabling them obtain bank guarantee and submitting it with said authority for clearance of our imported goods.

During the financial year 2024-25, the Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 during the financial year under review were in the ordinary course of business and on arm's length basis. Form AOC-2 is enclosed at Annexure-I

Aakaar Medical Technologies Limited (formerly: Aakaar Medical Technologies Pvt.Ltd.

A-801, Heritage Plaza, Teli Gali Cross Road Andheri (East), Mumbai - 400 069 INDIA Mob: + 91 98203 17468 E-mail: info@aakaarmedical.in www.aakaarmedical.in GST No: 27AALCA7587Q1ZK

The following are the changes in Directorship and Key Managerial Personnel:

a) The Board of Directors of the Company appointed Mr. Dilip Ramesh Meswani (DIN: 06540985) as the Managing Director of the Company with effect from 10^th July, 2024 for a period of Five Years which was approved by the Members at the Extra- Ordinary Meeting held on 19^th July, 2024. In the Board meeting held on 7.10.2024 Mr. Dilip Meswani's was redesignated as 'Founder & Managing Director' of the company.

b) The Board of Directors of the Company appointed Mrs. Bindi Dilip Meswani (DIN: 06594958) as a Director (Non- Executive Chairperson) of the Company and as an Consultant with effect from 10^th July, 2024, for a period of Five Years which was also approved by the Members at the Extra- Ordinary Meeting held on 19^th July, 2024. Given the vast experience of Mrs. Bindi Meswani in the Aesthetics industry the Board and the members felt it is beneficial for the company to avail her services in the interest of the company as a Consultant.

c) The Board of Directors of the Company appointed Dr. Rahul Sawakhande (DIN: 08282783) as an Additional Director and Chief Executive Officer of the Company on 06^th June, 2024 which was approved by the Members at the Extra- Ordinary Meeting held on 19^th July, 2024;

d) The Board of Directors of the Company appointed Ms. Sweta Shah as the Chief Financial Officer (CFO) (Key Managerial Personnel) of the Company with effect from 08^th June, 2024 at the Board Meeting held on 08^th June, 2024;

e) The Board of Directors of the Company had appointed Mr. Shreyas Anil Haldankar (ICSI- Membership No.: A71231) as the 'Company Secretary' of the Company with effect from 06^th August, 2024 at the Board Meeting held on 06^th August, 2024. However, due to personal reasons Mr. Shreyas Anil Haldankar (ICSI-Membership No.: A71231) resigned from the post of Company Secretary with effect from 30^th August, 2024;

f) The Members of the Company appointed Mr. Deepanjay Periwal (DIN: 06957006) as the Independent Director of the Company with effect from 18^th December, 2024 at Extra-Ordinary Meeting held on 18^th December,2024;

g) The Members of the Company appointed Mr. Rajendra Dhandhukia (DIN: 05157147) as the Independent Director of the Company with effect from 18^th December, 2024 at Extra-Ordinary Meeting held on 18^th December,2024;

h) The Board of Directors of the Company appointed Mr. Anoopkumar V. Pillai (ICSI- Membership No.: F3620) as the 'Company Secretary' of the Company with effect from 19^th December, 2024, at the Board Meeting held on 19^th December, 2024;

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, an Internal Complaints Committee has been set up to look and redress

complaints received regarding sexual harassment at work place. The Company has conducted awareness programs at regular intervals.

During the year under review, no complaints were received by the Company related to sexual harassment.

The Company has not made any loan or investment in excess of the limits specified under Section 186(2) of the Companies Act, 2013. Particulars of loans given are provided in Notes to the Financial Statements.

During the year under review the company has given a loan of Rs.41,95,000/- to Dr. Rahul Sawakhande, C.E.O. & Director of the company, pursuant to a scheme approved by members on 19.7.2024 by way of a special resolution in terms of Section 185(3)(a)(ii) of the Companies Act, 2013.

Mr. Deepanjan Periwal and Mr. Rajendra Indubhai Dhandhukia, are the Independent Directors of your Company. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations and they have registered themselves with the Independent Director's Database maintained by the MCA (The Indian Institute of Corporate Affairs). In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the Management. The Board is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience (including proficiency).

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure II forming part of this Report.

The Company has granted stock options to the Director of the Company under the Employee stock option plan, 2021 (ESOP Scheme 2021). Total of 6,383 options had been granted under the ESOP Scheme 2021.

As per the ESOP Scheme-2021 the Board may in its absolute discretion, permit the Options granted, including Options, which have not vested, to be exercised within such time and as per such terms and conditions as it may determine provided that a minimum period of one year shall elapse from the date of Grant before Vesting.

The details of the ESOP Scheme 2021 of the Company are:

(a) Options granted: 6,383

(b) Options vested; NIL

(c) Options exercised; 6383

(d) The total number of shares arising as a result of exercise of option; 6383

(e) Options lapsed; NIL

(f) The exercise period; Not later than 2 years from the date of the Vesting of the last tranche of Options granted under a Grant.

(g) Variation of terms of options; NIL

(h) Money realized by exercise of option; 51,06,400/-

(i) Total number of options in force; NIL

(j) Employee wise details of options granted to:-

(i) Key managerial personnel- Dr. Rahul Sawakhande (CEO and Director): 6,383 options

(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. - NIL

(iii) Identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant - Dr. Rahul Sawakhande (CEO and Director)

There were no material changes and commitments between the end of the year under review and the date of this report affecting the financial position of the Company

None of the employees of the company have drawn a remuneration more than the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of employees holding more than 2% of the equity shares of the Company:

Under Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of disclosure is not applicable to the Company, since the company is not yet listed on any stock exchange.

This Clause prescribed under Section 204 of Companies Act, 2013 and rules made thereunder are not applicable to the Company for the Financial Year 2024-25..

The Company has formulated and implemented a Risk Management Policy, which is displayed on the company's website viz. www.aakaarmedical.in As on the date of this report the Board do not anticipate any risk which may threaten the very existence of the company in any manner whatsoever.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. they have selected and consistently applied accounting policies and have made judgements 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 the profit of the Company for that period.

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

iv. the annual accounts have been prepared on a 'going concern' basis.

v. The company is not a listed company however, proper internal financial controls are in place and that such controls are adequate and are operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees Five Hundred Crore or more, or turnover of Rupees One Thousand Crore or more, or a net profit of Rupees Five Crore or more during the immediately preceding financial year shall constitute the CSR Committee. Considering the above threshold limit, the Company was not required to constitute the CSR Committee. In view of the net profit of the company exceeding Rupees Five Crore in the financial year ended 31.3.2025, the provisions of Section 135 are applicable to the company for the financial year 2025-26 onwards. Pursuant to the provisions of Section 135(9) of Companies Act 2013, since the amount to be spent under Section 135(5) will not exceed Rs.50,00,000/- the requirement under Section 135(1) for constituting a CSR Committee will not be applicable. The Board of the company has decided to discharge the functions of CSR Committee as per the resolution passed by Board on 27.5.2025. The CSR Policy for financial year 2025-26 has been approved by the Board in the said meeting and a copy of the said policy has been displayed on the company's website viz. www.aakaarmedical.in Since section 135 is applicable with effect from financial year 2025-26 onwards and there is nothing to be reported on the same at present.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under Chapter V of the Act;

b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

c) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

d) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; and

e) instance of one-time settlement with any bank or financial institution.

Your directors place on record their sincere appreciation to all employees, business partners, vendors, government agencies for their support and co-operation during the year and look forward to their continued support in the years to come as well.

Place: Mumbai

Dated: 27.05.2025