The Directors present their 34^th Annual Report on the business and
operations of the Company and the financial statements for the year
ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

' in Crores

2. OPERATIONS REVIEW /PERFORMANCE

The Company has, on standalone basis, registered total revenue
from operations of ' 752.41 Crores (Total Income ' 887.00
Crores) during the year under review as against ' 625.09 Crores
(Total Income ' 730.93 Crores) in the previous Financial Year.

The Profit After Tax was ' 339.49 Crores during the year under
review as against ' 283.71 Crores in the previous Financial Year.
The Company has on consolidated basis, registered total revenue
from operations of ' 1,937.47 Crores (Total Income ' 2,033.90
Crores) during the year under review as against ' 1,694.10
Crores (Total Income ' 1,761.04 Crores) in the previous Financial
Year.

3. MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORT

A separate section on Management Discussion & Analysis, as
approved by the Board, which includes details on the state of affairs
of the Company along with operational performance / review, forms
part of this Report. The Business Responsibility and Sustainability
Report of the Company for the year ended March 31, 2025, as
approved by the Board, is provided in a separate section and forms
part of this Report and is also made available on the website of the
Company at https:// www.caplinpoint.net/index.php/annual-report/

4. DIVIDEND

The Board of Directors at their Meeting held on May 15, 2025,
declared an Interim Dividend of ' 3/- (150%) per equity share of
' 2/- each, for the Financial Year 2024-25 and it was paid to those
shareholders whose name appeared in the Register of Members and
beneficial owners as on the record date i.e. May 30, 2025.

Further, the Board of Directors, at their meeting held on August 7,
2025, have recommended a Final Dividend of ' 3/- (150%) per
equity share of ' 2 /- each, for the Financial Year 2024-25, subject
to the approval of the shareholders at the ensuing Annual General
Meeting (AGM). If approved, the total dividend for the Financial
Year 2024-25 would amount to ' 6 (300%) per equity share of '
2/- each.

The Dividend Distribution Policy is uploaded on the Company's
websiteathttps://www.caplinpoint.net/wp-content/uploads/2021/
07/Dividend Distribution Policv.pdf

5. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of
profits for the Financial Year 2024-25 in profit and loss account.

6. SUBSIDIARIES/ASSOCIATES

Nuevos Eticos Neo Ethicals S.A - Guatemala, Caplin Steriles Limited
and Caplin Point Far East Limited, Hong Kong continued to be the
material subsidiaries of the Company during the Financial Year
2024-25. Based on the parameters of Financial Year 2024-25,
Neoethicals S.A - Nicaragua had become a material subsidiary from
the Financial Year 2025-26.

Further, Caplin Point Far East Limited, Hong Kong, a subsidiary of the
company had acquired two Wholly-Owned Subsidiaries, Neoethicals
Chile SpA on April 01, 2025 and Triwin Pharma S.A DE C.V Mexico,
on June 03, 2025.

Pursuant to Section 129(3) of the Act, 2013, a statement containing
the salient features of the financial statements of subsidiaries in the
prescribed Form AOC-1 is annexed as Annexure - I to this Report.

7. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements prepared in accordance
with the Indian Accounting Standards, are attached to this
report. The Consolidated Financial Statements along with
relevant documents and separate audited Financial Statements
in respect of the subsidiaries are available on the website of the
Company.

8. DEPOSITS

The Company did not accept any deposits from the public
within the meaning of Chapter V of the Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014 for the year
ended March 31, 2025.

9. SHARE CAPITAL

The paid-up share capital as on March 31, 2025, stood at
' 15,20,23,392/- consisting of 7,60,11,696 equity shares of ' 2/-
each.

During the Financial Year the company allotted 69,950 shares under
various ESOP Schemes.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE ACT, 2013

Particulars of loans, guarantees and investments as on March
31, 2025 are given in the Note No. 3A, 4 and 8 to the Standalone
Financial Statements.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 4 (four) times during
the year under review. The dates of the Board meeting and the
attendance of the Directors at the said meetings are provided in the
Corporate Governance Report, which forms part of this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

As on March 31, 2025, Board comprised of six Directors out of
which four are Independent Directors (including an Independent
Woman Director) a Managing Director and one Promoter Director.

Mr. C C Paarthipan (DIN: 01218784) is the Promoter Director who
is also the Non- Executive - Chairman of the Company. Dr. Sridhar
Ganesan (DIN: 06819026) is the Managing Director of the
Company. Dr. R Nagendran (DIN: 08943531), Mr. S Deenadayalan
(DIN: 01951620) Dr. C K Gariyali (DIN: 08711546) and Ranganathan
Vijayaraghavan (DIN: 00026763) are the Independent Directors on
the Board.

The tenure of Dr. Sridhar Ganesan as Managing Director ended on
August 24, 2024. Consequently, the shareholders approved the
re-appointment of Dr. Sridhar Ganesan as the Managing Director
of the Company for a further period of 2 years with effect from
August 25, 2024

Mr. D Sathyanarayanan (DIN: 07650566) ceased to be an
Independent Director with effect from November 8, 2024 as he had
served the maximum tenure permitted for an Independent Director.

The shareholders had approved the appointment of Mr. R
Vijayaraghavan (holding DIN: 00026763), as an Independent
Director for a term of five years w.e.f from September 30, 2024.

b. Company Secretary and Compliance Officer

Mr. Venkatram G is the Company Secretary & Compliance Officer
of the Company.

c. Retirement by rotation

Pursuant to Section 152 (6) of the Act, 2013, Mr. C C Paarthipan
(DIN: 01218784), Non-Executive Promoter Director, retires by
rotation and being eligible offers himself for re-appointment.

d. Key Managerial Personnel (KMP)

Dr. Sridhar Ganesan, Managing Director, Mr. D Muralidharan,
Chief Financial Officer and Mr. Venkatram G, Company Secretary
& Compliance Officer are the KMP's of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have declared that they meet the
criteria of independence as provided under the Companies Act, 2013
and Listing Regulations and the Board confirms that they fulfil the
conditions specified under the Act and the Listing Regulations and
are independent of the management.

14. CRITERIA FOR APPOINTMENT OF DIRECTORS AND REMUNERATION
POLICY

The Company's selection process of the Directors involves the
Nomination and Remuneration Committee identifying the persons of
integrity who bring in a mix of expertise in varied fields, experience
and leadership qualities as per the Board Diversity policy and also
ensures positive attributes, independence, age and other criteria
as laid down under the Act, Listing Regulations or other applicable
laws. Details of Remuneration and the policy on Remuneration of
Directors, Key Managerial Personnel and Senior Management
Personnel is provided as part of the Corporate Governance report and
the policy is available at https://www.caplinpoint.net/wp-content/
uploads/2021/07/Nomination-and-Remuneration-Policy.pdf

15. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board of Directors has carried out annual performance evaluation
of its own performance, the Directors Individually, as well as the

evaluation of the working of its Committees. The manner in which
the evaluation was carried out has been explained in the Corporate
Governance Report which forms part of this report.

16. BOARD COMMITTEES

The Company has formed all the statutory Committees namely, the
Audit Committee, the Nomination and Remuneration Committee,
the Corporate Social Responsibility Committee, the Stakeholders'
Relationship Committee and the Risk Management Committee.

Detailed information about these Committees and relevant
information for the year under review are given in the Corporate
Governance Report. There have been no instances where the Board
did not accept the recommendations of its Committees including the
Audit Committee.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a. In the preparation of the annual accounts, the applicable
accounting standards (IND AS) 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 so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the
profit of the Company for that period;

c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Act, 2013 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 were operating effectively; and

f. The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

18. STATUTORY COMPLIANCE

The Company has implemented a comprehensive compliance tool
along with a detailed organogram that delineates and entrusts
the Compliance responsibility and accountability across various
functions. The Board of Directors, while exercising oversight over
Compliance, had devolved the responsibility to ensure Compliance
with statutory requirements to the functional heads who handle the
respective areas of operations. In case of units, the unit heads serve
as the persons holding the responsibility to drive compliance with all
the applicable statutory requirements pertaining to that unit. Each
of the functional heads and unit heads are required to submit the
status of Compliance to the Board on periodical basis pertaining
to those Compliances for which they are responsible. In addition to
this, the Audit Committee/ Board obtains assurance of compliances
through internal sources like internal compliance audits/ verifications
and external sources like Internal Audit verifications, drawing down
an action plan for remedying key non- compliances and flagging
significant instances of non- compliances for remedial action.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There were 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 the report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology absorption, foreign
exchange earnings and outgo, as are given as Annexure - II to this
Directors' Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted CSR Committee and based on its
recommendations, the Board had formulated the CSR Policy. During

the year under review, the Company, through Caplin Point Meenakshi
CSR Trust (‘CSR Trust'), had commenced the operation of a Hospital-
cum-Diagnostic centre including in-house pharmacy during May
2025, subsuming the CSR budgets for ongoing projects from the
previous Financial Years. Since Healthcare is one of the fundamental
area of attention under the Company's CSR Policy and also because
the CSR budget for the earlier Financial Years included the setting
up of Healthcare Facility, the CSR Committee and the Board felt
it appropriate to focus the CSR efforts of the Company on the
construction of the Hospital, which will serve the people at the bottom
of the pyramid. The land and building of the Company situated at No.
19, Chinnapuliyur Village, Sirupuzhalpettai (Post), Gummidipoondi
Taluk, Tamil Nadu - 601 201, which has been leased to the CSR Trust
at a nominal cost by the company, had been utilised by the CSR Trust
for setting up and operation of the Hospital-cum-Diagnostic centre.

Disclosure under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as Annexure - III to this report.

22. INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal controls framework
comprising of policies, procedures, and mechanisms surrounding
operational efficiency, minimising risks, and supporting decision¬
making and accountability. Details in respect of adequacy of internal
financial controls concerning the financial statements are stated in
the Management Discussion and Analysis section which forms part
of this Report.

23. VIGIL MECHANISM

The Company is committed to ethical conduct of business and
towards this had empowered the employees and other stakeholders
to report any unethical practices without fear of any repercussion. The
details of the Whistle Blower Policy and the mechanism are given in
the Corporate Governance Report which forms part of this report.

24. AUDITORS

a. Statutory auditors

The Audit Committee and the Board at their meeting held on
August 07, 2023 had recommended and the Shareholders at
their 32nd AGM held on September 21, 2023 had approved the

appointment of M/s Brahmayya & Co, Chartered Accountants,
(Firm Registration No. 000511S) Chennai, as Statutory Auditors
of the Company to hold office from the conclusion of 32nd AGM
till the conclusion of 37th AGM.

The Auditor's Report for the Financial Year 2024-25 has been
issued with an unmodified opinion.

b. Secretarial auditors

M/s. Alagar and Associates LLP (formerly known as M. Alagar
& Associates) was appointed as the Secretarial Auditors of the
Company for the Financial Year March 31, 2025. The Secretarial
Audit Report for the Financial Year 2024-25, given by M/s. Alagar
and Associates LLP, Company Secretaries, Chennai is attached
as Annexure - IV to this Report. The Secretarial Audit Report does
not contain any qualification, reservation or other remarks.

As required by SEBI Listing Regulations, the Secretarial Audit
Report of the Company's material subsidiary Caplin Steriles
Limited is given as Annexure-IV-A to this Report.

Pursuant to the requirements of amended SEBI Listing Regulations,
the Board of Directors, on the recommendation of the Audit
Committee, have approved the appointment of M/s. Alagar &
Associates LLP, a Peer Reviewed Firm of Company Secretaries
in Practice (Firm Registration Number: L2025TN019200) as
Secretarial Auditors of the Company, for a term of 5 (Five) consecutive
years from the conclusion of ensuing AGM till the conclusion of 39th
AGM. The same is proposed for approval of the shareholders as
part of notice convening the AGM. Brief resume and other details
of M/s. Alagar & Associates LLP, Company Secretaries in Practice,
are separately provided in the explanatory statement to the notice.

M/s. Alagar & Associates LLP have given their consent to act as
Secretarial Auditors and had affirmed that their appointment (if
made) would be within the prescribed limits under the Act & Rules
and SEBI Listing Regulations and that they are not disqualified to
be appointed as Secretarial Auditors.

c. Internal auditors

The Board had re-appointed M/s. TBL & Associates as Internal
Auditors, for the Financial Year 2024-25. The internal audit was
completed as per the scope defined by the Audit Committee.

25. REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors, Internal Auditors and the Secretarial Auditors
have not reported any incident of fraud to the Audit Committee during
the year under review.

26. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of Listing Regulations, a Report on Corporate
Governance is given separately which forms part of this Report.

27. ANNUAL RETURN

The Annual Return in Form MGT-7 for FY 2023-24 has been on
the website of the Company and can be accessed at https://www.
caplinpoint.net/wp-content/uploads/2022/06/ANNUAL-RETURN-
WEBSITE-UPLOAD.pdf

28. RISK MANAGEMENT

The Company has constituted a Risk Management Committee in
compliance with the requirements of Regulation 21 of the Listing
Regulations. The details of this Committee and its terms of reference are
set out in Corporate Governance Report, which forms part of this Report.

29. EMPLOYEE STOCK OPTION PLAN

The Company has three stock option schemes in force (i.e) Caplin
Point Employee Stock Option Plan - 2015, Caplin Point Employee
Stock Option Plan - 2017 and Caplin Point Laboratories Limited
Employees Stock Option Plan - 2021. Out of the total options
granted, 3,49,886 options are outstanding as on March 31, 2025
across all the Schemes. 4,61,696 equity shares had been allotted
so far pursuant to exercise of Options. The details as required under
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 as on March 31, 2025 is available at https://www.caplinpoint.
net/index.php/shareholder-information/

The Company believes that equity based compensation schemes
are an effective tool to reward the employees who contribute to
the growth of the Company, to attract new talents, to retain the key
resources in the organisation and for the benefit of the present and
future employees of the Company and its subsidiaries.

30. EMPLOYEES RELATED DISCLOSURES

The statements required under Section 197 of the read with
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of Annexure - V
to this Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All the related party transactions are at arm's length basis and were
approved by the Audit Committee. Those transactions that are not in
the normal course of business are approved by the Board in addition
to Audit Committee and, if material, are taken to shareholders for
approval.

All Related Party Transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval
of the Audit Committee is obtained on an annual basis where
applicable. Related Party Transactions entered pursuant to
the omnibus approval so granted are placed before the Audit
Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions. All
the Related Party Transactions have been disclosed in Note No.
44 to the Standalone Financial Statements forming part of this
Annual Report.

Particulars of transactions with related parties, in prescribed form
AOC-2 is enclosed as Annexure - VI to this Report.

The related party transaction policy and material related party
transactions have been uploaded on the website of the Company at
https://www.caplinpoint.net/wp-content/uploads/2021/07/Related-
Party-Transaction-Policy.pdf

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

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

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

Pursuant to the provisions of Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the Company has put in place a Policy on Prevention of Sexual
Harassment at Workplace and Internal Complaints Committees (ICC)
has been set up to redress complaints. There were no complaints
relating to sexual harassment, pending at the beginning of Financial
Year, received during the year and pending as at the end of the
Financial Year 2024-25.

34. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has credited 67,363
unclaimed equity shares of ' 2/- each to IEPF pertaining to those
shareholders who have not encashed/claimed their dividends
for a period of seven consecutive years. The voting rights on the
shares outstanding in the IEPF Authority as on March 31, 2025
shall remain frozen till the rightful owner of such shares claims
the shares.

Further, the unpaid or unclaimed dividend for the Financial Year
2017-18 (final) has to be transferred to IEPF. Members, who
have not yet en-cashed or claimed the dividends that are yet to
be transferred to the IEPF, are requested to refer the Corporate
Governance Report.

35. OTHER DISCLOSURES

a. There has been no change in the nature of business of the
Company during the year under review.

b. Pursuant to Section 197 (14) of the Act, 2013, the Managing
Director of the Company did not receive any remuneration or
commission from any of its subsidiaries.

c. The Company maintains cost records as per Companies (Cost
Records and Audit) Rules, 2014.

d. The Board confirms the compliance with the provisions of the
Secretarial Standards notified by the Institute of Company
Secretaries of India, New Delhi.

e. There were no applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016.

f. There was no instance of any one-time settlement or any
requirement of a valuation for any loan from the banks or financial
institutions during the year

g. The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder.

36. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere
appreciation to the customers, suppliers, business partners and
shareholders for their support. The Directors would like to thank
the Bankers and financial Institutions as well. The Directors would
take this opportunity to appreciate and sincerely acknowledge the
dedication and hard work of the employees for the growth of the
Company.

For and on behalf of the Board of Directors

Place: Chennai C C Paarthipan

Date: August 07, 2025 Chairman