Dhansa Labs Ltd Directors Report

To,

The Members, Dhansa Labs Limited

(Formerly known as Ambey Laboratories Limited)

Your Directors are pleased to present their 41 st Annual Report on the performance of your Company for the financial year ended March 31, 2026 along with the Standalone and Consolidated Audited Financial Statements, Auditors Report.

FINANCIAL HIGHLIGHTS

The summarized Standalone & Consolidated Financial Performance/highlights of the Company for the year ended on March 31, 2026 is, as under:

Particulars	Standalone		Consolidated
	F.Y. 2025-26	F.Y. 2024-25	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operations	14,153.72	13,126.99	14,153.72	-
Other Income	151.30	191.61	130.96	-
Total Revenue	14,305.02	13,318.60	14,284.68	-
Profit / (Loss) before exceptional and extra-ordinary Items and tax	760.63	603.83	739.63	-
Less: Extra-Ordinary Item	Nil	Nil	Nil	-
Tax Expense	187.37	125.56	187.37	-
1. Current Tax	126.96	113.95	126.96	-
2. Deferred Tax charge/(benefit)	(4.74)	125.56	-4.74	-
3. MAT Credit entitlement	65.15	(113.95)	65.15	-
Profit/ (Loss) after Tax	573.26	478.27	552.26	-

STATE OF COMPANYS AFFAIRS AND OPERATIONS:

During the financial year 2025-26, the Company continued to maintain steady growth in its business operations and overall financial performance. The financial results of the Company for the financial year ended March 31, 2026, as compared with the previous financial year, reflect an improvement in revenue from operations, its operating profit and profitability.

On a standalone basis, the Company recorded revenue from operations of INR 14,153.72 lakhs during FY 2025-26 as against INR 13,126.99 lakhs during the F.Y. 2024-25, representing an increase of approximately 7.82%. Other income during the year stood at INR 151.30 lakhs, as compared to INR 191.61 lakhs in the previous year. Accordingly, the total revenue increased to INR 14,305.02 lakhs from INR 13,318.60 lakhs in the previous year.

The Company reported profit before exceptional and extraordinary items and tax of INR 760.63 lakhs during FY 2025-26, as against INR 603.83 lakhs during the F.Y. 2024-25, reflecting an improvement of approximately 25.97%. After accounting for tax expenses of INR 187.37 lakhs, the Company reported a profit after tax of INR 573.26 lakhs for F.Y. 2025-26, compared with INR 478.27 lakhs in the previous year, representing an increase of approximately 19.86%.

On a consolidated basis, the Company recorded revenue from operations of INR 14,153.72 lakhs and other income of 130.96 lakhs, resulting in total revenue of INR 14,284.68 lakhs during F.Y. 2025-26. The consolidated profit before exceptional and extraordinary items and tax stood at INR 739.63 lakhs, while the profit after tax was INR. 552.26 lakhs.

There was no exceptional or extraordinary item during the financial year under review.

Overall, the Company witnessed an improvement in its operational revenue and profitability during F.Y. 2025-26. The increase in profit reflects the Companys continued focus on operational efficiency, business growth and prudent financial management. The management remains committed to strengthening the Companys business operations and pursuing sustainable growth opportunities in the coming years.

The Board of Directors is confident that the Company will continue to build upon its existing business strengths and improve its operational and financial performance in the future.

DIVIDEND:

During the financial year 2025-26, the Board of Directors, after due consideration of the Companys financial performance, cash flow position and future business requirements, did not recommend or declare any dividend for the financial year under review.

The Company witnessed growth in revenue and net profit during the financial year. However, considering the Companys future working capital requirements, expansion plans and other strategic initiatives, the Board considered it prudent to retain the earnings within the business. The decision is aimed at strengthening the Companys financial position and supporting its sustainable growth and long-term business objectives.

TRANSFER TO RESERVES:

During the year, the Board of Directors did not transfer any amount to the reserves. The profit earned for the financial year has been retained in the Profit and Loss Account.

NAME CHANGE:

During the Financial Year, the Company changed its name from Ambey Laboratories Limited to Dhansa Labs Limited for which the company conducted a Postal Ballot which was duly passed by the shareholders of the Company on 17 th February, 2026 in accordance with the applicable provisions of the Companies Act, 2013, and the rules made thereunder. Accordingly, the Memorandum of Association (MOA) and Articles of Association (AOA) of the Company were suitably altered to incorporate the change in the name of the Company and to give effect to the aforesaid amendments.

ALTERATION IN ARTICLES OF ASSOCIATION:

During the financial year under review, the Company amended its Articles of Association (AOA) by inserting Clause 6A, pertaining to the issuance of warrants. The said amendment was made pursuant to the approval accorded by the members of the Company through a Special Resolution passed at the ExtraOrdinary General Meeting (EGM) of the Company held on 26th July, 2025.

The insertion of Clause 6A was undertaken to provide the requisite enabling provisions in the AOA of the Company in relation to the issuance of warrants and to facilitate the Company in undertaking such issuance in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and other applicable laws and regulations.

CHANGE IN NATURE OF BUSINESS:

The Company continues to operate in the same line of business as outlined in the main objects of its existing Memorandum of Association.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the were no changes in the Paid-up Share Capital of your Company. However, during the financial year, the authorised share capital of the Company was increased from Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of INR 10/- each to INR 37,00,00,000/- (Rupees Thirty-Seven Crore only) divided into 3,70,00,000 (Three Crore Seventy Lakh) equity shares of INR 10/- each.

As at March 31, 2026, the Paid-Up Share Capital stands at INR 24,94,68,190/- comprising of 2,49,46,819 equity shares of INR 10/- each.

After the conclusion of the financial year, the company converted 19,56,521 (Nineteen Lakh Fifty-Six Thousand Five Hundred Twenty-One) warrants into an equal number of equity shares in accordance with the terms and conditions of the issue of such warrants, and subsequently the paid share capital of the Company increased from INR 24,94,68,190/- to INR 26,90,33,400/-.

BUY BACK OF SECURITIES:

The Company did not buy back any of its securities during the year under review.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM ALLOTMENT OF CONVERTIBLE WARRANTS:

During the Financial Year 2025-26, the Company issued and allotted 1,08,69,565 (One Crore Eight Lakh Sixty-Nine Thousand Five Hundred Sixty-Five) Convertible Warrants to the Promoter and Non-Promoter categories at an issue price of INR 46/- per warrant, on a preferential basis.

The funds raised pursuant to the aforesaid issue have been utilised for the purposes specified in the Notice of the Extra-Ordinary General Meeting of the Company. There has been no deviation or variation in the utilisation of funds from the objects stated in the said Notice.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2025-26, the Company was not obligated to transfer any equity shares or unclaimed dividends to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As of the current date, no shares of the company are held in Demat Suspense Account or Unclaimed Suspense Account.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

REGISTRAR & SHARE TRANSFER AGENT

The Company has appointed M/s MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) as its Registrar & Share Transfer Agent.

Details of RTA:

Name	MUFG Intime India Private Limited
Address	Noble heights, 1st Floor, Plot Nh 2, C-1 Block LSC, Near Savitri
	Market, New Delhi-110058
Contact No.	+011- 49411000
E-mail	swapann@in.mpms.mufg.com
Website	www.in.mpms.mufg.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

The following Directors and Key Managerial Personnel were associated with the Company as on 31st March, 2026 and as on date of signing this report

a. Mr. Archit Gupta, Whole-Time Director & Chief Executive Officer (CEO)

b. Mr. Arpit Gupta, Non-Executive Director

c. Mrs. Bharti Kashyap, Non-Executive Independent Director

d. Mr. Roni Soni, Non-Executive Independent Director

e. Mr. Abdul Quadir, Non-Executive Independent Director

f. Mr. Sarvar Alam, Chief Financial Officer

g. Mr. Himanshu Kukreja, Company Secretary

Appointment/ Cessation of Directors/KMPs:

During the Financial Year 2025-26, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company:

Mrs. Sarina Gupta resigned as the Whole-time Director of the Company with effect from closure of business hours on 2 nd September, 2025;

Mrs. Rishita Gupta resigned as the Director of the Company with effect from closure of business hours on 2 nd September, 2025;

Mr. Sandeep Bansal resigned as the Director of the Company with effect from 30 th August, 2025;

Mrs. Rimple Sarin resigned as the Company Secretary of the Company with effect from closure of business hours on 2 nd September, 2025;

Mr. Archit Gupta was appointed as the Whole-time Director of the Company with effect from 2 nd September, 2025;

Mr. Arpit Gupta was appointed as the Director of the Company with effect from 2 nd September, 2025;

Mrs. Bharti Kashyap as the Independent Director of the Company with effect from 2 nd September, 2025; and,

Mr. Himanshu Kukreja as the Company Secretary of the Company with effect from 2 nd September, 2025.

Directors retiring by Rotation:

Mr. Arpit Gupta (DIN: 01876092), Director of the Company, shall retire by rotation at the ensuing 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 Committee, has recommended the re-appointment of Mr. Arpit Gupta (DIN: 01876092) as Director of the Company, liable to retire by rotation, for consideration and approval of the Members at the ensuing Annual General Meeting.

Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

The Non-Executive Directors of the Company are entitled to receive sitting fees for attending meetings of the Board of Directors and Committees thereof, as may be determined by the Board of Directors in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

During the financial year under review, the Non-Executive Directors of the Company were paid sitting fees, wherever applicable, for attending meetings of the Board and its Committees. No remuneration other than the sitting fees and reimbursement of expenses, wherever applicable, was paid to the Non-Executive Directors during the year.

The details of remuneration paid to the Non-Executive Directors during the financial year are disclosed in the relevant section of the Annual Report, in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws and regulations.

The Company confirms that the remuneration paid to its Directors during the financial year was in accordance with the provisions of the Companies Act, 2013 and the approvals obtained from the Members, wherever applicable.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2025-26, fourteen board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are, as under:

Name of Directors	Designation	No. of Board Meetings held	No. of Board Meeting attended
Mrs. Sarina Gupta (Entitled to attend the board meetings till 2nd September, 2025 before tendering her resignation)	Whole Time Director	7	7
Mrs. Rishita Gupta (Entitled to attend the board meetings till 2nd September, 2025 before tendering her resignation)	Non-Executive Director	7	7
Mr. Sandeep Bansal (Entitled to attend the board meetings held till 19th August, 2025 before tendering his resignation w.e.f. 30th August, 2025)	Non-Executive Director	6	5
Mr. Roni Soni	Independent Director	14	10
Mr. Abdul Quadir	Independent Director	14	14
Mr. Archit Gupta	Whole Time director	7	7
Mr. Arpit Gupta	Non-Executive Director	7	7
Mrs. Bharti Kashyap	Independent Director	7	7

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDIT COMMITTEE

The Company constituted the Audit Committee vide resolution passed in the meeting of Board of Directors held on 7 th November, 2022 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As on date, the Audit Committee comprises of the following members:

S. No. Name of Member	Category	Designation
1. Mr. Roni Soni	Independent Director	Chairman
2. Mr. Abdul Quadir	Independent Director	Member
3. Mr. Arpit Gupta	Non-Executive Director	Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.

Meetings:

During the year 2025-26, six meetings of the Committee were held. All the members of this committee were present in the meetings that were held during the financial year.

NOMINATION AND REMUNERATION COMMITTEE

The Company formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution 7 th November, 2022. As on date, the Nomination and Remuneration Committee comprises of the following members:

S. No. Name of Member	Category	Designation
1. Mr. Abdul Quadir	Independent Director	Chairman
2. Mr. Roni Soni	Independent Director	Member
3. Mr. Arpit Gupta	Non-Executive Director	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. Meeting(s):

During the year 2025-26, two meetings of the Committee were held. All the members of this committee were present in the meetings that were held during the financial year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated 7 th November, 2022.

As on date, the constituted Stakeholders Relationship Committee comprises of the following members:

S. No. Name of Member	Category	Designation
1. Mr. Arpit Gupta	Non-Executive Director	Chairman
2. Mr. Roni Soni	Independent Director	Member
3. Mr. Abdul Quadir	Independent Director	Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. Meeting(s):

During the year 2025-26, one meeting of the Committee was held. All the members of this committee were present in the meetings that were held during the financial year.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting. In a separate meeting of the Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties in accordance with Schedule IV of the Companies Act, 2013.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

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

The information on conservation 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(3) of The Companies (Accounts) Rules, 2014 is as follows:

A. CONSERVATION OF ENERGY:

i) The steps taken or impact on conservation of energy:

Your company is committed to adopt energy efficient practices at its offices and other premises to reduce the consumption of power by analyzing power factor, maximum demand, working hours, load factor, specific energy consumption and monthly consumption.

ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has endeavoured to reduce energy consumption by installation of LED bulbs in place of regular bulbs.

iii) The capital investment on energy conservation equipment:

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i) The effort made towards technology absorption:

The Company has not imported any technology and hence there is nothing to be reported here.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution: None

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. The details of technology imported: Nil

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv) The expenditure incurred on Research and Development:

During the year under review, it has not incurred any Expenditure on Research and Development

C. FOREIGN EXCHANGE EARNING AND OUTGO:

(amount in lacs)

Particulars	F.Y. 2025-26	F.Y. 2024-25
Foreign Exchange Earning	811.97	324.04

Particulars	F.Y. 2025-26	F.Y. 2024-25
Foreign Exchange Outgo	Nil	Nil

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure A to this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2026, the Company have two Wholly Owned Subsidiaries (WOS):

i. M/s Dhansa Green Energy Private Limited w.e.f. 14 th August, 2025.

ii. M/s Dhansa Biofuels Power Private Limited w.e.f. 27 th January, 2026.

The Company did not have any Joint Venture or Associate Company as on March 31, 2026.

The details of the aforesaid subsidiary ^company, including their financial performance and other prescribed particulars, are provided in Form AOC-1 , which is annexed to this Report as Annexure B and forms part of the Annual Report.

^ Since, M/s Dhansa Biofuels Power Private Limited became a Wholly Owned Subsidiary of the Company with effect from 27th January, 2026, the financial statements of the said subsidiary for the period ended 31st March, 2026 were not available for the purpose of consolidation. Accordingly, the Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 do not include the financial figures of M/s Dhansa Biofuels Power Private Limited.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2025-26.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

MATERNITY BENEFIT ACT:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with the applicable laws.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as Annexure C and forms an integral part of this Report.

AUDITORS:

Statutory Auditors:

The Companys Auditors, M/S Kapish Jain & Associates (FRN 022743N) Chartered Accountant (Statutory Auditors) having their office at New Delhi were appointed as statutory auditor for a term of 5 Years in the 38th Annual General Meeting of members of the company held on 30th September 2023 They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Standalone and Consolidated report along with the Financial Statement given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report as Annexure D . There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors Report.

Secretarial Auditor:

The Company at its 40th Annual General Meeting of members of the company held on 30th September 2025, appointed M/s Himani Aneja & Associates Practising Company Secretary as the Secretarial Auditors of the Company for a term of 5 Years beginning from 1 st April, 2025.

The Secretarial Audit Report for the year ended March 31, 2026 is annexed herewith as Annexure E to this Boards Report.

Observation by Secretarial Auditor:

The Company has delayed the filing of Form MGT-14 with the Registrar of Companies beyond the prescribed time limit under the Companies Act, 2013.

Managements Explanation:

In response to this remark, the management has confirmed in writing that the requisite Form MGT-14 will be filed with the Registrar of Companies along with applicable additional fees in due course.

Cost Auditors:

M/s Gurvinder Chopra & Co., Cost Accountants (Registration No. 100260) were appointed as the Cost Auditors of the company to conduct audit of cost records for F.Y 2025-26 in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof. The Cost Audit Report for the year ended March 31, 2026 is annexed herewith as Annexure F to this board report.

Also, the board in their meeting held on August 27, 2026 have recommended the re-appointment of M/s Gurvinder Chopra & Co. as the Cost Auditors of our Company for the Financial Year 2026-27.

Internal Auditor:

The Board appointed M/s. K.K. Barnwal & Associates as Internal Auditors of the Company for the FY 2025-26 pursuant to the provisions of Section 138 of the Companies Act, 2013.

Also, the board in their meeting held on August 27, 2026 have recommended the re-appointment of M/s K.K. Barnwal & Associates as the Internal Auditors of our Company for the Financial Year 2026-27.

CEO/CFO CERTIFICATION

During the financial year 2025-26, the Company does not fall under the class of companies specifically mandated to comply with Regulation 17(8) of SEBI LODR, therefore, the requirement of CEO/CFO certification is not applicable .

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and companys operations in future.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interests of its stakeholders. The Company has incorporated appropriate standards and practices of Corporate Governance in its operations and management. Further, during the Financial Year 2025-26, the Company continued to be listed on the NSE Emerge Platform and its paid-up share capital did not exceed INR 25 Crores. Accordingly, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company during the Financial Year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2025-26, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2026.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

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

a. in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. 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 the Company as at the end of the financial year and of the profit /loss of the Company for that period;

c. 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;

d. the Directors had prepared the Annual Accounts on a going concern basis;

e. the Directors have 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee companys financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2025-26 were at arms length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this report as Annexure G .

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at https://dhansalabs.com/annual-report/

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as mentioned from page 5 to 10.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on Prevention of Sexual Harassment, through which the Company addresses complaints of sexual harassment at the all workplaces. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.

RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the company. The same has also been adopted by your Board and is subject its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for v igil mechanism which is available on the website of the Company at https://dhansalabs.com/policies/ .

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive Staff and Team Members at all levels.

Sd/-	Sd/-
Archit Gupta	Arpit Gupta
Whole-time Director & CEO	Director
DIN No. 00378409	DIN No. 01876092
Address: Apartment No. 1006A, The Magnolias,	Address: Apartment No. 1006A, The Magnolias,
DLF Golf Links, DLF Phase V, Gurugram,	DLF Golf Links, DLF Phase V, Gurugram,
Haryana-122009	Haryana-122009
Date: 27 th August, 2026	Date: 27 th August, 2026
Place: Gurugram, Haryana	Place: Gurugram, Haryana