Decipher Labs Ltd Management Discussions

The details of the financial performance of the Company are comprised in the Balance Sheet, Profit and Loss Account and other financial statements which are annexed hereto along with the Directors and the Auditors Report.

The Company has an adequate internal control system which commensurate with the size and nature of its business. The internal control system is being supported by internal audits, regular reviews by management to ensure reliability of financial and all other records to prepare financial statements and other data. Further the Audit Committee of the Board review the findings and recommendations of the internal audit and suitable implementations are affected.

The company manages our business risk through strict compliance and internal control system.

Decipher Labs Limited does a regular and stringent monitoring of its business activities to identify, evaluate and resolve risks. The top management of the Company and the Board are involved in monitoring of risk assessment and mitigation, thus ensuring a quick resolution mechanism.

In line with our stated philosophy and strategy, the company will continue to pursue various options to achieve growth while trying to reduce the cost and focus more on marketing tie-ups to expand its market reach.

Your Company has adequate internal control systems commensurate with the size of its operations for the purpose of exercising adequate controls on day-to-day operations of the Company and is at present involved in sourcing the products and services through third party facilities in various locales.

The details of the financial performance of the Company are comprised in the Balance Sheet, Profit and Loss Account and other financial statements which are annexed hereto along with the Directors and the Auditors Report for the financial year 2024-2025.

The Financial Year 2025 has been a period of strategic consolidation, marked by close monitoring of global geopolitical developments. During this time, the company, through its Promoter Director, actively explored collaborative opportunities and divisional expansion aimed at enhancing overall value. While various challenges have emerged along the growth trajectory, the company remains confident in its ability to navigate these obstacles and deliver performance that exceeds its previous benchmarks in the near future.

The company has been served with an Order issued by the Quasi-Judicial Authority, SEBI, dated July 31,2025. This Order prohibits the company, its Promoter, and its Director from engaging with capital markets and imposes unwarranted penalties on the Directors, in addition to restricting their market holdings based on the findings of an investigation. Although the investigation revealed no involvement of the management or the company, the Securities and Exchange Board of India (SEBI) has imposed severe penalties, including the debarment of the company and its Directors for selling portions of their equity shares in the market.

Management contends that this Order represents the most stringent possible outcome arising from an investigation that has not presented any evidence of any misconduct by the companys management, aside from the liquidation of portions of their longtime shareholdings. The investigation also confirmed, in its report, that the management was not involved in any intended manipulations in the market. Disregarding the extensive service history of the Director/s to the company, numerous unjustified, unproven assumptions have been made regarding the Director/s intentions and an unjust order has been passed.

As part of its consolidation and expansion strategy, the company had been actively pursuing collaborations, joint ventures, and acquisitions in both the United States and India. Following an order issued by SEBI, and as discussed in the Board meeting, the company has realigned its focus in accordance with regulatory guidance.

Drawing on over four decades of resilience and adaptability, the company remains confident in its ability to deliver sustained long-term growth.

The company had been, as part of the consolidation and expansion targets, aggressively pursuing collaborations and Joint Ventures and Takeovers in USA and in India which has now officially been paused as approved in the Board meeting dated August 14, 2025 subsequent to the order received from SEBI.Nevertheless, having successfully navigated numerous challenges over the past four decades, the company remains optimistic about its ability to achieve long-term improvement.

The Company has not carried out any treatment different from that prescribed in Accounting Standards.

There is change in net worth as compared to the immediately previous financial year.

The company is in the process of expansion of its operations and with time will need to expand the man power which had previously come down during consolidation. There is a conscious effort by the Company to build diversity in the workforce. The company through its subsidiary has sufficient manpower.

Some of the statements in this Management Discussion & Analysis, describing the Companys objectives, projections, estimates and expectations may be "forward looking statement" within the meaning of applicable laws and regulations. Actual results might differ substantially from those expressed or implied. Important developments that could affect the Companys operation including changes in the industry structure, significant changes in political and economic environment in India, tax laws, import duties, litigation and labour relations. The Company does not undertake endeavors to update these statements.