Anondita Medicare Ltd Directors Report

15. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

Pursuant to the provisions of the Secretarial Standards, a statement is hereby given that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and made applicable as per Section 118(10) of the Companies Act, 2013, while conducting and organizing the Board and General Meetings.

16. INITIAL PUBLIC OFFER OF EQUITY SHARES AND LISTING

The Financial Year 2025-26 marked a significant milestone in the Companys corporate journey, with the successful completion of its Initial Public Offering ("IPO") and the listing of its equity shares on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025.

I n connection with the proposed IPO, the Company had undertaken the necessary regulatory compliances, including filing of the Draft Red Herring Prospectus ("DRHP") on December 14, 2024 and obtaining the In-Principle Approval from the National Stock Exchange of India Limited ("NSE") vide its approval letter dated June 17, 2025, for listing of its equity shares on the SME EMERGE Platform.

Pursuant to the Prospectus issued in relation to the IPO, the Company successfully completed the Fresh Issue of47,93,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 145/- per equity share (including a securities premium of Rs. 135/- per equity share), aggregating to Rs. 69,49,85,000/- (Rupees Sixty-Nine Crore Forty-Nine Lakh Eighty-Five Thousand Only).

The IPO received an encouraging response from investors and was oversubscribed, reflecting the confidence and interest of investors in the Companys business model, operational capabilities, growth strategy, and future prospects. Pursuant to the successful completion of the IPO, the Board of Directors approved the allotment of equity shares to the successful applicants, and the equity shares of the Company were subsequently listed and admitted for trading on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025.

17. SHARE CAPITAL

i. Authorised Capital

The Authorised Capital of the Company is

Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided

into 2,00,00,000 (Two Crore) Equity shares of face value of Rs. 10/- each (Rupees Ten only) each.

During the year under review, the Company has not increased its Authorized Share Capital and accordingly, the Authorized Share capital of the Company remains unchanged as on March 31,2026.

ii. Issued and Paid-up Share Capital

As on March 31, 2025, the paid-up share capital of the Company stood at ^13,29,36,180/- (Rupees Thirteen Crore Twenty-Nine Lakh Thirty-Six Thousand One Hundred Eighty Only), comprising 1,32,93,618 (One Crore Thirty-Two Lakh Ninety-Three Thousand Six Hundred Eighteen) equity shares of face value of Rs. 10/- each.

During the year under review, the Company successfully completed its Initial Public Offering ("IPO") comprising 47,93,000 (Forty-Seven Lakh Ninety-Three Thousand) equity shares of Rs. 10/- each at an issue price of Rs. 145/- per equity share (including securities premium of Rs. 135/- per equity share), aggregating to Rs. 69,49,85,000/- (Rupees Sixty-Nine Crore Forty-Nine Lakh Eighty-Five Thousand Only). Pursuant to the successful completion of the IPO, the said equity shares were allotted to the successful applicants and the equity shares of the Company were subsequently listed on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025.

Consequently, as at March 31, 2026, the paid-up share capital of the Company stood at Rs. 18,08,66,180/- (Rupees Eighteen Crore Eight Lakh Sixty-Six Thousand One Hundred Eighty Only), comprising 1,80,86,618 (One Crore Eighty Lakh Eighty-Six Thousand Six Hundred Eighteen) equity shares of Rs. 10/- each, fully paid-up.

iii. Issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the Financial Year ended March 31, 2026.

iv. Employee Stock Option Scheme (ESOP)

The Company has not granted any Employee Stock Options during the Financial Year ended March 31, 2026.

v. Buy-back of Securities

The Company has not bought back any of its securities during the Financial Year ended March 31, 2026.

18. CAPITAL EXPENDITURE:

The details of Capital Expenditure of the Company is a s follows:

i. Standalone

As on March 31, 2026, the gross block of Property, Plant and Equipment and Intangible Assets of the Company stood at Rs. 4,089.75 Lakhs, while the net block of Property, Plant and Equipment and Intangible Assets stood at Rs. 3,907.98 Lakhs. The Company also had Capital Work-in-Progress amounting to Rs. 4,149.50 Lakhs as at March 31, 2026.

ii. Consolidated

As on March 31,2026, the gross block of Property, Plant and Equipment, Investment Property and Intangible Assets stood at Rs. 4,093.97 Lakhs, while the net block of Property, Plant and Equipment, Investment Property and Intangible Assets stood at Rs. 3,909.75 Lakhs. Further, the Company also had Capital Work-in-Progress amounting to Rs. 4,149.50 Lakhs as at March 31, 2026.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

The Board of Directors of the Company is duly constituted. None of the Directors of the Company are disqualified under the provisions of Companies Act, 2013.

As on March 31,2026, the Board of Directors of the Company comprised five Directors, including the Managing Director, Whole-time Director, Non-Executive and non Independent Director director, and Independent Directors including women Independent Director. The Board is supported by Ms. Sunita Naithani, Chief Financial Officer, and Ms. Bhawna Bisht, Company Secretary and Compliance Officer of the Company

Accordingly, as on 31st March 2026, the composition of the Board of Directors and Key Managerial Personnel of the Company is as per below:

During the Financial year under review, certain changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company. The details of appointments and resignations during the year are provided hereunder:

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 17 (Seventeen) Meetings of Board of Directors were held. The detailed Agenda and Notice for the Meetings were prepared and circulated in advance to the Directors within the prescribed time. In case of any special and urgent business matters requiring immediate consideration, meetings of the Board/Committee were convened at shorter notice in accordance with the applicable provisions of the Companies Act, 2013 and Secretarial Standard-1 issued by the Institute of Company Secretaries of India. The requisite approval/ratification, wherever applicable, was obtained in accordance with the applicable provisions. The intervening gap between the two consecutive meetings was not more than the period prescribed under the Companies Act, 2013.

The Details of the Board meetings held during the year provided below:

21. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

22. NUMBER OF MEETINGS OF THE SHAREHOLDER(S) HELD DURING THE FINANCIAL YEAR 20252026

53. DISCLOSURE RELATED TO COMMITTEES AND POLICY

Audit Committee

The Directors of the Company have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014. The Members of the Committee are as follows:

Changes in the composition of Audit Committee during the Financial Year 2025-2026:

During the year under review, there was no change in the composition of the Audit Committee

Meetings of the Audit Committee during the Financial Year under review:

During the Financial Year 2025-2026, the Audit Committee convened Five (5) meetings, held June 09, 2025, August 08, 2025, November 13, 2025, November 15, 2025 and February 10, 2026. The details of these meetings are provided below:

During the year under review, the Board has accepted the recommendation of the Audit Committee whenever received and given, if any, by the same.

Nominations And Remuneration Committee

The Directors of the Company have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014.

The Members of the Committee are as follows:

Changes in the composition of Nomination and Remuneration Committee during the Financial Year 2025-2026.

During the year under review, there was no change in the composition of the Nomination and Remuneration Committee.

Meetings of the Nomination and Remuneration Committee during the Financial Year under review:

During the Financial Year 2025-26, the Nomination and Remuneration Committee convened Four(4) meetings, held on September 15, 2025, October 22, 2025, November 13, 2025 and December 01, 2025. The details of these meetings are provided below:

Stakeholders Relationship Committee

The Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013. The Stakeholders Relationship Committee consists of following members:

Further, the detail Composition of the Stakeholders Relationship Committee is given below: -

Changes in the composition of Stakeholders Relationship Committee during the Financial Year 2025-26.

During the year under review, the following changes took place in the composition of the Stakeholders Relationship Committee:

First Revision: Consequent to the cessation of Ms. Sonia Ghosh from the Board of Directors with effect from October 29, 2025, she ceased to be a Member of the Stakeholders Relationship Committee and Mr. Amartya Ghosh was appointed as a Member of the Committee.

Second Revision: Consequent to the cessation of Mr. Amartya Ghosh from the Board of Directors with effect from February 12, 2026, he ceased to be a Member of the Stakeholders Relationship Committee and Mr. Anupam Ghosh was appointed as a Member of the Committee.

Meetings of the Stakeholders Relationship Committee during the Financial Year under review:

During the Financial Year 2025-26, the Stakeholders Relationship Committee convened one (01) meeting, held on 13 November 2025. The details of the meeting are provided below:

Changes in the composition of Stakeholders Relationship Committee during the Financial Year 2025-26.

During the year under review, Ms. Sonia Ghosh ceased to be a Director of the Company and a Member of the Stakeholders Relationship Committee with effect from October 29, 2025.

Thereafter, Mr. Amartya Ghosh was appointed as a Member of the Stakeholders Relationship Committee with effect from November 13, 2025. Subsequently, Mr. Amartya Ghosh ceased to be a Director of the Company and a Member of the Stakeholders Relationship Committee with effect from February 12, 2026.

Thereafter, Mr. Anupam Ghosh was appointed as a Member of the Stakeholders Relationship Committee with effect from February 27, 2026.

The Committee shall act in accordance with the terms of reference as approved by the Board and shall address the grievances and concerns of the Stakeholders including Investors and the Shareholders of The Company.

IPO Committee

Further, the detail Composition of the IPO Committee is given below: -

Changes in the composition of IPO Committee during the Financial Year 2025-26.

During the year under review, there was no change in the composition of IPO Committee.

Corporate Social Responsibility ("CSR")

Corporate Social Responsibility (CSR) reflects the Companys commitment towards sustainable development and social responsibility. The Company believes that CSR initiatives play a significant role in the development of the country and in contributing towards the welfare of society, including animal welfare. As Swami Vivekananda said, "They alone live who live for others."

During the financial year 2025-26, the provisions of Section 135 of the Companies Act, 2013 were applicable to the Company. As the amount required to be spent on CSR activities during the year did not exceed Rs. 50 lakh,

the Company was not required to constitute a Corporate Social Responsibility Committee in terms of Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the functions of the CSR Committee were discharged by the Board of Directors, which also monitored the implementation of the Companys CSR Policy.

As per the provision of Section 135 the Company was required to spend Rs. 14,60,347/- (Rupees Fourteen Lakh Sixty Thousand Three Hundred Forty-Seven Only) toward CSR activities during the Financial Year 2025-26 and the Company spent Rs. 65,68,000/- (Rupees Sixty-Five Lakh Sixty-Eight Thousand Only) on activities specified under Schedule VII of Companies Act, 2013.

Further, the Annual Report on CSR Activities, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed and marked as Annexure II to this Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

During the year, the Board of Directors of the Company has established vigil mechanism via formulating and implementing Vigil Mechanism Policy which is in conformity with the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder.

Further, this policy enables the Directors and employees to report to the management genuine concerns and instances of unethical behavior actual or suspected fraud or violation of The Company Code of Conduct.

This vigil mechanism of the Company is overseen and reviewed by the Audit Committee and which even, provides adequate safeguard against victimization of employees and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.

25. RETIREMENT BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Lakhinder Singh (DIN: 07703780), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing 03rd Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration (NRC) Committee, recommends his re-appointment for the approval of the Members of the Company.

26. STATEMENT BY THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

The Board of Directors is satisfied with the integrity, expertise and experience, including proficiency of the Independent Directors of the Company. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

27. DECLARATION BY INDEPENDENT DIRECTORS

All the Directors have submitted a declaration to the Board that they fulfill the criteria of Independence as stipulated in Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstances or situation, which exist 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. As on date, all the Independent Directors on the Board of the Company have registered themselves on the Independent Directors Databank.

28. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has established a formal mechanism for evaluating the performance of the Board as a whole, its Committees, individual Directorsand the Chairman of the Board.

I n accordance with the provisions of the Companies Act, 2013, the annual evaluation process was duly conducted. The evaluation was carried out using structured questionnaires, formulated in line with the Companys Policy on Performance Evaluation and Remuneration of Directors.

The evaluation questionnaires were securely circulated. The responses and recommendations received from the Directors were subsequently reviewed and deliberated upon by the Nomination and Remuneration Committee (NRC) and the Board at their respective meetings.

The evaluation process covered various aspects of the Board and Committees functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual directors and the effective exercise of independent judgement.

29. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Regular interactions were held between statutory and internal auditors and independent directors. Monthly / quarterly updates on relevant statutory, regulatory changes were circulated to the Directors.

The Directors were also informed of key developments in the Company. Learning and development sessions for Independent Directors are conducted, as may be required on relevant business topics. The press releases, news in media about the Company are circulated to all the Directors so that they are updated about the operations of the Company.

Certain programmes / activities are merged with the Board/ Committee meetings to suit the convenience of Directors.

30. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards read with requirements set out under Schedule III of Act have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at the end of the financial year and of the Profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively in the Company;and

(vi) 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.

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Risk Management is an integral part of the Companys business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in The Company. The Directors of the Company periodically review the risk associated with the business or threatens the prospectus of the Company.

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

The details of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under: i. Conservation of Energy:

ii. Technology Absorption:

iii. Foreign Exchange Earnings/ Outgo:

3. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013 During the year under review:

a) All contracts/arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and conducted on an arms length basis.

b) All material contracts/arrangements/transactions with related parties were entered into in accordance with the Companys Policy on Materiality of Related Party Transactions and the Policy on Dealing with Related Party Transactions.

The particulars of the contracts/arrangements/transactions entered with related parties during the financial year ended March 31,2026, have been set out in FORM AOC-2 in terms of Section 134(3)(h) read with Section 188 of Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rule, 2014 are provided in Annexure III.

4 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees as required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.A statement showing the names of the top ten employees in terms of remuneration drawn and the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also form part of this Report are set out in Annexure- IV.

5. AUDITORS AND THEIR REPORTS

(a) Statutory Auditor and Audit Report

M/s. Jain Chopra & Co., Chartered Accountants (ICAI Firm Registration No.: 002198N), were appointed as the Statutory Auditors of the Company for the first term of five years at the 01st Annual General Meeting (AGM) of the Company held on December 30, 2024, to hold office from the conclusion of that Annual General Meeting till the conclusion of 06th Annual General Meeting to be held for the financial year 2028-29.

The Statutory Auditors have issued their Audit Report on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, does not include any qualifications, reservation or adverse remarks. The Notes forming part of the Financial Statements, as referred to in the Audit Report, are self-explanatory and do not require any further explanation or comments from the Board of Directors pursuant to Section 134(3)(f) of the Companies Act, 2013.

(b) Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed M/s. Mohit Singhal & Associates, Practicing Company Secretaries (ICSI

Peer Review Certificate No. 5437/2024), to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

The Secretarial Audit Report issued by M/s. Mohit Singhal & Associates for the Financial Year 2025-26 contains certain observation(s), the explanation/ comments of the Board thereon are provided below. A copy of the Secretarial Audit Report in Form MR-3 is annexed as Annexure-V to this Report.

Further, In compliance with Regulation 24A of the SEBI Listing Regulations, your Company had filed its

Annual Secretarial Compliance Report for FY 2025-26 to the Stock Exchanges on May 25, 2026, within the prescribed time limits. Your Company has also complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Secretarial Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2026, submitted by M/s. Mohit Singhal & Associates, also contains the observation(s) as stated therein. The Board has duly considered the same, and its explanation/comments are provided below, wherever applicable.

43. DISCLOSURE OF ACCOUNTING

TREATMENT

The Company has not followed any treatment which is different from that prescribed in the applicable Accounting Standards. Therefore, there is no requirement by the management to furnish any explanation in relation thereto.

44. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code of Conduct. All Directors and the designated employees have confirmed compliance with the Code.

45. CORPORATE GOVERNANCE

The Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. Further, the provisions of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, exempt the Companies which have listed their specified securities on the SME Exchange to make the detailed disclosures in the Annual Report on the Corporate Governance as provided in Para C, D and E of Schedule V of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015.

Since, the equity share capital of the Company is listed exclusively on the SME Platform of NSE and accordingly, The Company has not made detailed disclosures on the Corporate Governance in the Annual Report. However, The Company is in compliance to the extent of applicable sections of the Companies Act, 2013 with regard to Corporate Governance.

46. EXPLANATION FOR DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015

The provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company during the financial year under review.

The Company has duly complied with the requirements of Regulation 32 and has submitted the Statement of Deviation(s) or Variation(s) regarding the utilization of proceeds to the Stock Exchange(s) within the prescribed statutory timelines. The same has also been placed on the website of the Company in accordance with the applicable regulations.

47. ACKNOWLEDGMENTS

The Directors of the Company gratefully acknowledge all stakeholders of The Company for the co-operation and assistance received from financial institutions, Government Authorities, Customers, members, dealers, vendors, banks and other business partners during the financial year. The Directors of the Company place on record their deep sense of appreciation for the commitment displayed by the employees, executives, staff and workers of The Company who have contributed to the growth and performance of The Company. The Directors of the Company look forward to the continued support of all stakeholders in the future.