Aakaar Medical Technologies Ltd Directors Report

Financial Year 2025-26

To

The Members of

Aakaar Medical Technologies Limited

(formerly known as Aakaar Medical Technologies Private Limited)

Mumbai, India

Your directors take pleasure in presenting the 13^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, 2026.

FINANCIAL RESULTS:

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

Amount (in Rs. Lacs)

Particulars	Year ended on 31st March, 2026	Year ended on 31st March, 2025
Income from Business Operations	6696.41	6,158.28
Other Income	80.44	17.79
Total Income	6776.85	6,176.07
Less: Expenses	5857.67	5,364.71
Profit before Tax	919.18	811.36
Less: Prior Period Items		-
Less: Current Income Tax	244.08	192.61
Short (Excess) provision	18.71	19.65
Deferred Tax	(7.38)	(4.17)
Profit after Tax	663.76	603.27
Earnings per Share (Basic) Rs	4.99	6.12
Earnings per Share (Diluted) Rs.	4.99	6.12

STATE OF COMPANYS AFFAIRS:

The Companys revenue from operations increased from Rs..61.58 Crores in the previous year to Rs 66.96 crores in the financial year 2025-26, registering an increase of 8.74% The Profit Before Tax stood at Rs.9.19 crore as against Rs. 8.11 Crore in the previous year, and the Profit After Tax stood at Rs 6.63 crores as against Rs. 6.03 Crore in the previous year. The company is growing from strength to strength and your directors are confident of improving its performance further in the coming years.

DIVIDEND:

In order to conserve the resources of the company for future growth your Board has not recommended any dividend for the financial year 2025-26.

TRANSFER TO RESERVES:

The Company did not transfer any amount to reserves for the Financial Year ended 2025-26

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

BUSINESS OVERVIEW

The company is a medical aesthetic company dealing in a wide range of aesthetics & specialized cosmetic products & medical 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 companys revenue is from Aesthetic products, and focus will be to continue to grow the Aesthetic products pipeline.

During the year under review the notable events which took place are as under:-

1. Xelix Partner Clinic Platform:

A strategic clinic partnership and network expansion initiative under Xelix Clinics (a healthcare delivery vertical promoted by Aakaar Medical Technologies Limited.) was launched in January 2026. Individual agreements are in the process of being executed with independent dermatology, hair, skin, and aesthetic clinics across India under the "Xelix Partner Clinic" model. The Xelix Partner Clinic Platform represents a strategic shift towards vertical integration in the dermatology and aesthetic ecosystem. The initiative is expected to improve margin profile, enhance brand stickiness, and build a defensible clinical network aligned with long-term growth strategy. Rollout will be phased and performance led, ensuring capital efficiency and risk control.

The company is also pursuing for manufacture of Aesthetic Devices for which it has applied for Test License to the concerned authorities. Manufacturing plans will be firmed up once the company obtains the above Test license.

2. During the year under review the Company signed a strategic agreement to add Tricopat, (Italy) to its hair restoration and trichology portfolio. Tricopat is a patented, non-invasive hair and scalp treatment system designed to reduce hair loss and stimulate hair regrowth through controlled mechanical and biological stimulation of the scalp. With this agreement the Company will be positioning itself as a comprehensive provider of advanced, evidence-based hair and scalp solutions.

3. The Company also signed another agreement with FotoFinder Systems GmbH, (Germany). By integrating FotoFinder and DermLites diagnostic and AI-enabled imaging solutions, the Company intends to strengthen its end-to-end dermatology ecosystem, enhancing clinical credibility, enabling premium cross-selling, and thus positioning itself for sustained growth in the rapidly expanding medical aesthetics market.

4. The Company has also entered into a strategic tie-up with TESS CO. LTD /Zishel Medical, South Korea, for the registration and future commercialization of XOMAGE Plant Exosomes. This initiative marks companys entry into the regenerative aesthetics and advanced skin biology segment.

5. The companys dermal filler portfolio got strengthened by USFDA approval of Saypha (manufactured by Croma-Pharma, Austria). This approval places Saypha in the same global regulatory league as leading international brands such as Juvederm and Restylane, significantly enhancing clinician confidence and market credibility in India. In a market where several competing fillers lack USFDA approval, Sayphas regulatory status provides the company with a clear marketing and positioning advantage, supporting premium perception, faster clinician adoption, and stronger share capture in Indias rapidly expanding medical aesthetics market.

With all the above initiatives the financial year 2026-27 looks to be promising.

INITIAL PUBLIC OFFERING (IPO):

During the year under review the company came up with an IPO of 37,50,400 equity shares, which was subscribed 2.28 times. It got listing approval on the National Stock Exchange Ltd.s Emerge SME platform and the equity shares of the company finally got listed on 27^th June, 2025. The net proceeds of the IPO are being utilised towards funding of Working Capital requirements of the company and for General Corporate purposes. The company has been updating the utilization of funds procured from IPO on the National Stock Exchange Ltd.s Emerge SME platform on half yearly basis for information of all investors.

Utilisation of IPO Proceeds

As disclosed in the Prospectus, the Company had proposed to utilise 164.50 lacs towards General Corporate Purposes during the financial year 2025-26. During the year, the Company utilised 0.63 lacs for the said purpose. The balance amount of 163.87 lacs could not be deployed during the year due to business and operational considerations. The Audit Committee and the Board of Directors, after reviewing the utilisation status and future business requirements, have approved the utilisation of the unspent balance amount of 163.87 lacs towards General Corporate Purposes during the financial year 2026-27. The Company confirms that the unutilised funds continue to be maintained and invested in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

CREDIT RATING

Under Securities and Exchange Board of India (SEBI) regulations, companies issuing debt securities to the public or through rights issues are required to obtain credit ratings. The company has not issued any debt securities to the public hence credit rating is not required to be obtained from a SEBI-registered credit rating agency

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

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

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any Subsidiary/ Joint Venture/ Associate Company and hence there is nothing to be reported on this count.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no orders passed by regulators or courts or tribunals during the year impacting the going concern status and

Companys operations in future.

CHANGES IN SHARE CAPITAL:

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

There is no change in the Authorized Share Capital during the financial year 2025-26. Hence, The Authorised Capital of the Company as on 31^st March, 2026 was Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each

The Company successfully completed its Initial Public Offering (IPO) and, on 25^th June, 2025, issued and allotted 37,50,400 Equity Shares of face value of Rs.10 each. After the IPO, the Equity Shares of the Company were listed on the EMERGE SME platform of National Stock Exchange of India Limited with effect from 27^th June, 2025. Pursuant to the IPO, the Paid-up Share Capital of the Company increased to Rs 14,17,28,160/- comprising 1,41,72,816 equity shares of H10/- each.

Further during the year under review:

a. The Company has not bought back any of its securities.

b. The Company has not issued any Sweat Equity Shares.

c. No Bonus Shares were issued.

d. The Company has not granted any new Stock Option to the employees.

e. The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013

BOARD MEETINGS:

The Board of Directors of the Company met Nine times during the financial year 2025-26 as follows 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 [the ‘Act]. 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:

Sr. No	Date of Board Meeting (DD/MM/YYYY))
1	27.05.2025
2	14.06.2025
3	19.06.2025
4	24.06.2025
5	25.06.2025
6	13.08.2025
7	10.11.2025
8	15.12.2025
9	12.02.2026

The attendance of Directors in the Board Meetings held during the year under review are as follows:

Sr. No	Name of Director	No. of Board Meetings held	No. of Board Meetings Attended
1	Shri Dilip Meswani	9	9
2	Smt. Bindi Meswani	9	9
3	Dr. Rahul Sawakhande	9	9
4	Shri Rajendra Dhandhukia	9	8
5	Shri Deepanjan Periwal	9	9

AUDIT COMMITTEE MEETINGS:

The Audit Committee was constituted by the Board in its meeting held on 19^th December, 2024. The Audit Committee consists of Shri Deepanjan Periwal, Chairperson & Independent Director, Shri Rajendra Indubhai Dhandhukia, Independent Director & Shri Dilip Meswani, Founder & Managing Director. During the year under review Six Audit Committee meetings were held as follows.

Sr. No	Date of Audit Committee Meeting (DD/MM/YYYY))
1	27.05.2025
2	14.06.2025
3	13.08.2025
4	10.11.2025
5	15.12.2025
6	12.02.2026

NOMINATION & REMUNERATION COMMITTEE MEETINGS:

The Nomination & Remuneration Committee [NRC] was constituted by the Board in its meeting held on 19^th December, 2024. During the year under review two Nomination & Remuneration Committee meetings were held. The NRC consists of Shri Deepanjan Periwal, Chairperson & Independent Director, Shri Rajendra Indubhai Dhandhukia, Independent Director and Smt. Bindi Meswani, Director. During the year under review Two NRC meetings were held as follows:

Sr. No	Date of Nomination & Remuneration Committee Meeting (DD/MM/YYYY))
1	14.06.2025
2	16.12.2025

SHAREHOLDERS MEETING:

EGM:

During the year under review, the Company convened one Extra-ordinary General Meeting (EGM) on 17^th June, 2025, wherein the Members considered and approved the change in terms of appointment of Shri Dilip R. Meswani as the Founder & Managing Director of the Company and change in terms of appointment of Dr. Rahul Babasaheb Sawakhande as the Chief Executive Officer & Director of the Company by passing the requisite Special Resolutions.

AGM:

The 12^th Annual General Meeting (AGM) of the company was held on 12^th June, 2025

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 20^th March, 2025, without the presence of Non- Independent Directors and members of Management.

EXTRACT OF ANNUAL RETURN:

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 Companys website at www.aakaarmedical.in.

CORPORATE GOVERNANCE REPORT

Your Company remains steadfast in its commitment to uphold the highest standards of Corporate Governance and ensure full adherence to the requirements prescribed by the Securities and Exchange Board of India (SEBI). Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 does not apply on companies listed on SME Exchange. Since your Company is listed on NSE Emerge (SME Exchange), therefore Corporate Governance Report do not form part of this Annual Report.

AUDITORS:

Statutory Auditors:

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^th September, 2024 for a period of five years till the conclusion of AGM to be held for the Financial Year 2028-29.

The auditors report for the financial year ended 31^st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

However, with regard to comments of auditors under ‘Emphasis of Matter viz. We draw attention to Note 38(d) of the financial statements, which describes the deposit of Rs. 40 lacs made by the Company to M/s Accredited Consultants Private Limited (ACPL). The deposit has been utilized by ACPL for obtaining a bank guarantee submitted to a government authority in relation to legal proceedings pending against ACPL. The recoverability of this amount is contingent upon the favourable outcome of the said proceedings. In the event of an adverse decision, the amount may not be recoverable. Our opinion is not modified in respect of this matter. the Board would like to clarify as under:

Basis the legal advice obtained, the company is confident of a favourable outcome since the said goods are imported accompanied by the license issued by Central Drugs Standards Control Organisation [CDSCO] as the import of these products are regulated by Customs by way of the ITC (HS) which itself requires the said license when importing goods. The Customs authority cannot, on one hand, permit import of the goods as Drugs/medical devices under one statutory regime and on the other hand, arbitrarily classify the same as Cosmetics under another statute without any rational basis.

Secretarial Auditor:

Pursuant to the provisions of SEBI LODR and in view of the company getting listed with EMERGE SME platform of National

Stock Exchange Ltd. the company is required to appoint a ‘Secretarial Auditor. In the Board meeting held on 27^th May, 2025 the Board of Directors have appointed M/s. NAM & Associates (Proprietor: Smt. 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.

Internal Auditor:

The Board of Directors in its meeting held on 27^th May, 2025 have appointed M/s. Madhav Joshi & Associates, Chartered Accountants, as Internal Auditors of the company for the financial year 2025-26.

REPORTING OF FRAUDS / AUDITORS REPORT:

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 Auditors Report on Financial Statements for the financial year 2025-26 issued by M/s. C B Mehta & Associates, Chartered Accountants, does not contain any qualification, reservation or adverse remark.

PUBLIC DEPOSITS

During the financial year 2025-26, 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and the amended SEBI LODR, the Company has a policy on Related

Party Transactions which is also available on Companys website at www.aakaarmedical.in. The policy ensures that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. The policy interalia deals with the review and approval of Material Related Party Transactions (MRPTs) keeping in view the potential or actual conflict of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and prior approval (including omnibus approvals) and wherever applicable board/members approvals are obtained. Form AOC-2 is attached with this report in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 regarding related party transactions in financial year 2025-26. Please refer to Annexure-1.

DIRECTORS AND KMP

As on 31^st March, 2026, the Directors and KMP of the Company comprises following members:

1. Shri Dilip Meswani - Managing Director

2. Smt. Bindi Meswani - Executive Director

3. Dr. Rahul Sawakhande- Executive Director and CEO

4. Shri Rajendra Dhandhukia Independent Non- Executive Director

5. Shri Deepanjan Periwal Independent Non- Executive Director

6. Shri Rakesh Pramod Parekh- CFO

7. Shri Anoopkumar Vishwanathan Pillai- Company Secretary and Compliance Officer

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Shri Dilip Meswani (DIN: 06540985) , Managing Director, is liable to retire by rotation at the ensuing AGM and being eligible, have offered himself for reappointment. The resolution seeking members approval for their re-appointment form part of the AGM Notice. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his reappointment.

Brief resume and other details of the Director seeking re-appointment at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, is separately disclosed in the Notice of the 13^th AGM.

During the year under review, the Company appointed Shri Rakesh Parekh as the CFO with effect from 12^thDecember, 2025, and Smt. Shweta Shah, the erstwhile CFO of the Company resigned as the CFO with effect from 11^thDecember, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

Shri Deepanjan Periwal and Shri Rajendra Indubhai Dhandhukia, are the Independent Directors of your Company. The Company has received declarations from both 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 Directors Database maintained by the IICA (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).

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 and various provisions of the Listing Regulations the performance evaluation of the Independent Directors was carried out by the Board (excluding the Directors being evaluated). A meeting of the Independent Directors was held on 19^th February, 2026 to review the performance of the Non-independent Directors, on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Where required, feedback is shared with the Directors on the outcome of the evaluation process. The Board of Directors expressed satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

The details of programme(s) for familiarization of Independent Directors with the Company, is posted on the website of the Company at www.aakaarmedical.in

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 workplace. 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.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Number of complaints filed during the financial year 2025-26	Number of complaints disposed off during the Financial Year	Number of complaints pending as on end of the Financial Year
NIL	NIL	NIL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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.

MATERIAL CHANGES AND COMMITMENTS:

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

HUMAN RESOURCE MANAGEMENT:

The Company recognizes the need for continuous growth and development of its employees to meet the challenges posed by the industry, besides fulfilling their own career path objectives. Consequently, the role of Human Resources continues to remain vital and strategic to the Company. Employee recruitment, training and development are a key focus area, with policies, processes and extensive use of technology to attract, retain and build on skills of high caliber employees. Industrial relations have continued to be harmonious throughout the year.

PARTICULARS OF EMPLOYEES:

The details of employees of the company who 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, is given in Annexure-III hereto.

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

Name of Employee	Percentage of holding %
Shri. Dilip Ramesh Meswani	48.16%
Dr. Rahul B. Sawakhande	4.10%

MANAGERIAL REMUNERATION:

Under Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of managerial remuneration are per details given in Annexure-III.

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act

Further, on 17^thJune 2025, the Company, pursuant to the approval of the Shareholders at the General Meeting, effected a revision in the terms of appointment of Founder & Managing Director and the Chief Executive Officer, including their remuneration. The said revision was in accordance with, and within the limits prescribed under, the provisions of the Companies Act, 2013 read with the rules made thereunder.

SECRETARIAL AUDIT REPORT:

The company being a listed public company, the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 (c) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are applicable to the Company. 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 of the Company had appointed M/s NAM & Associates, a Company Secretary Firm, Pune, to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Auditor has provided their Secretarial Audit Report in MR-3 and the same is annexed at Annexure-IV hereto.

The Secretarial Audit Report to the members for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy, which is displayed on the companys 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.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

- 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.

- 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.

- the annual accounts have been prepared on a ‘going concern basis.

- The company is a listed company and proper internal financial controls are in place and that such controls are adequate and are operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

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 a CSR Committee. In view of the net profit of the company exceeding Rupees Five Crore in the financial year ended 31^st March, 2025, the provisions of Section 135 became 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 is not applicable. The Board of the company had decided to discharge the functions of CSR Committee as per the resolution passed by Board on 27^th May, 2025. The CSR Policy for financial year 2025-26 was approved by the Board in the said meeting and a copy of the said policy has been displayed on the companys website viz. www.aakaarmedical.in

During the financial year 2025-26, the Company has spent Rs 9,52,256 on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure-V hereto.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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.

COST RECORDS:

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.

COMPLIANCE WITH THE CODE OF CONDUCT:

The Code of Conduct adopted by the Company for its Board of Directors has been uploaded on the Companys website at the link . The Declaration of the Compliance with the Code of Conduct has been received from all Board members and Senior Managerial Personnel.

COMPANYS WEBSITE:

The Financial Statements, Annual Report, including Shareholding Pattern, etc., are displayed inter-se with the other information on the Companys website, viz. www.aakaarmedical.in

DISCLOSURES RELATED TO COMMITTEES & POLICIES:

1. Vigil Mechanism/ Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the Act and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle blower Policy to report instances of leak of unpublished price sensitive information. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and there was no such reporting during the FY 2025-26. The policy on vigil mechanism is available on the Companys website and can be accessed at:

2. Nomination and Remuneration Policy

In compliance with the requirements of Act and Rules made thereunder and pursuant to Regulation 19 of the SEBI Listing Regulations read with Schedule II Part D to the said Regulations, the Board of Directors has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel, Functional Heads and other employees of the

Company. The said Policy is available on the Companys website and can be accessed at:

3. Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act, as amended read with the Notification issued by the Ministry of Corporate Affairs and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in ‘Annexure IV. The detail of the CSR Policy is also posted on the Companys website and may be accessed at:

4. Dividend Distribution Policy

The Company has adopted a Dividend Distribution policy in terms of Regulation 43A of SEBI Listing Regulations which is available on the Companys website can be accessed at: www.aakaarmedical.in

DISCLAIMER:

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of the Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of the Company for the financial year.

GENERAL

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

- significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

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

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

- Compliance to the provisions relating to the Maternity Benefits Act, 1961.

DEVELOPMENTS DURING THE PERIOD AFTER CLOSURE OF F.Y.2025-26 TILL THE DATE OF REPORT: EMPLOYEE STOCK OPTION PLAN SCHEME 2026

In the Board meeting held on 25^th May, 2026 the Board of Directors have agreed to grant ESOPs to permanent employees. 11,33,825 equity shares have been reserved for grant of ESOPs to employees of the company. The details of employees, the terms and conditions etc. will be decided by the Nomination & Remuneration Committee accordingly.

In this regard the Authorised Share Capital of the company will also need to be increased from Rs.15,00,00,000, divided into 1,50,00,000 equity shares of Rs.10 each to Rs.15,40,00,000 divided into 1,54,00,000 equity shares of Rs. 10 each. The matter will be placed before shareholders for their approval in the ensuing Annual General meeting and accordingly, we request approval of members to the said ESOP Scheme and increase in Authorised Share capital of the company.

ACKNOWLEDGEMENT

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.

	For and on behalf of Board of Directors of
	Aakaar Medical Technologies Limited
	Sd/-	Sd/-
	Dilip Ramesh Meswani	Dr. Rahul B. Sawakhande
	Founder & Managing Director	C.E.O & Director
	DIN: 06540985	DIN: 08282783
Place: Mumbai
Dated: 25th May, 2026