Docmode Health Technologies Ltd Directors Report

The Company does not have any Joint Venture or Associate Company as on 31^st March, 2025. The statement containing salient features of the financial statements of the Companys subsidiary is given in Form AOC-1 as an Annexure-I to this Directors Report.

The highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the financial year is given under the consolidated financial statements forming part of the Annual Report.

During the year under review, none of the companies ceased to be a subsidiary of the Company.

The Company has earned total income of Rs. 4270.27 Lakhs [Previous Year: Rs. 4014.33 Lakhs on a standalone basis and INR 4270.28 Lakhs [Previous Year: INR 4,014.33 Lakhs] on consolidated basis. The expenses incurred during the year are INR 4467.29 Lakhs [Previous Year: INR 3,979.75 Lakhs] on standalone basis and INR 4466.79 Lakhs [Previous Year: INR 3,980.36 Lakhs] on consolidated basis. After meeting all the expenses, your Company has incurred a total loss after tax of INR 203.14 Lakhs [Previous Year: 19.37 Lakhs] on standalone basis and INR 202.64 Lakhs [Previous Year: 18.76 Lakhs] on consolidated basis.

Your Directors are expecting better business opportunities in the coming year, which may lead to expansion and diversification of the business of the company.

During the Financial Year 2024-25, the Company has not transferred any amount to the general reserve.

There is no change in nature of business. However, during the year, the Company has altered its Main Object and have added objects related to healthcare, chemicals, research etc. and accordingly have altered its Main Object vide Members resolution passed in Annual General Meeting held on 30^th September 2024.

During the financial year, the Company has not allotted any shares nor listed any shares on stock exchange.

The Company has received a notice from the Debenture Trustee dated 30^th June, 2025 and 22^nd August, 2025, acting on the instructions of the Debenture Holders Ms. Bindi Mehta and Ms. Varsha Mehta, for enforcement of part of the pledged security on account of continuing default. In accordance with the provisions of the Share Pledge Agreements dated 7th May, 2024 and 24th May, 2024, read with the Debenture Transfer and Composite Amendment Agreement dated 17th December, 2024, 7,57,923 equity shares equally held by both the promoters, Mr. Paulson Paul Thazhathedath and Mr. Hans Lewis, constituting 24.12% of the total paid-up capital of the Company and pledged in favour of the Debenture Trustee, out of which pledge has been invoked on 5,21,063 equity shares, as per the instructions of the one of the NCD holders, Ms. Bindi Mehta.

During the Financial Year, the registered office of the company was shifted from 201, Kalpataru Plaza, Rambaug Off Chincholi Bunder Road, Malad West, Mumbai – 400064, Maharashtra, India to 307, Shivai Plaza, Marol Cooperative Industrial Estate Road, Sagbag, Marol, Andheri East, Mumbai – 400059, Maharashtra, India, within local limits of city or town.

Your Directors, during the Financial Year under review have not recommended any dividend on the Equity Shares of the Company.

10. Transfer of unclaimed shares/dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

11. Details of Adequacy of Internal Financial Controls:

Your Company has put in place adequate Internal Financial Controls commensurate to the scale of operations.

12. Disclosure of Accounting Treatment:

These Financial statements of the Company are prepared in accordance with the Applicable Accounting Standards ("AS"), notified under section 133 of Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information.

13. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals

Impacting the Going Concern Status and Companys Operations in Future, if any:

No Material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in the future.

14. Significant Changes:

15. Number of Meeting of Board of Directors held during the year:

The Board of Directors duly met 10 (Ten) times, during the year on 10/05/2024, 27/05/2024, 30/05/2024, 22/07/2024, 08/08/2024, 27/08/2024, 09/10/2024, 14/11/2024, 11/12/2024 and 12/03/2025 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

16. Meetings of the Members:

The Last i.e. the 07^th Annual General Meeting of the Company for the financial year 2023-2024 was held on 30/09/2024 at the Registered Office of the Company.

17. Particulars of the Extra-Ordinary General Meeting of the Company held during the year

An Extra Ordinary General Meeting of the members was held on 22^nd April, 2024, at the registered office of the company.

18. Directors and Key Managerial Personnel:

Appointments / Re-appointments / Changes in designation:

Mr. Paresh Jaysih Sampat (DIN: 00410185), who was appointed as an Additional Director with effect from 08th August, 2024, was regularised as Director pursuant to an Ordinary Resolution passed by the shareholders at the Annual General Meeting held on 30th September, 2024

Mr. Paresh Jaysih Sampat (DIN: 00410185) was appointed as the Managing Director of the Company with effect from 30th September, 2024, pursuant to the Special Resolution passed by the shareholders at the Annual General Meeting held on the same date.

Mr. Paulson Paul Thazhathedath (DIN: 02301881) was re-designated as Whole-Time Director from the position of Managing Director with effect from 30th September, 2024, pursuant to the Special Resolution passed by the shareholders at the Annual General Meeting held on that date.

Resignations:

Mr. Krushang Rajenkumar Shah (DIN: 10048419), Independent Director, and Ms. Hiral Rushang Gandhi (DIN: 10092573), Non-Executive Director, resigned from the Board of the Company with effect from 24th April, 2024.

Ms. Reshma Susan Thomas, Company Secretary of the Company, resigned from her position with effect from 30th April, 2025.

Directors liable to retire by rotation:

During the year under review, Mr. Paulson Paul Thazhathedath, Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company. Being eligible, he has offered himself for re-appointment, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors."

Key Managerial Personnel:

As on 31st March, 2025, the following are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Mr. Paresh Jaysih Sampat, Managing Director; Mr. Hans Albert Lewis, Chief Financial Officer; Mr. Paulson Paul Thazhathedath, Whole-time Director and Ms. Reshma Susan Thomas, Company Secretary & Compliance Officer."

Independent Directors:

The Independent Directors of the Company hold office for a term of five (5) years and are not liable to retire by rotation in terms of the provisions of the Companies Act, 2013. The present Independent Directors of the Company are Mr. Nilay Shivnarayan Sharma and Mr. Sujit Nityanand Chakraborty.

Declaration of Independence from Independent Directors:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedules and rules issued thereunder.

Apart from the above-mentioned changes, during the Financial Year under review, no other changes took place in the constitution of the Board of Directors of the Company:

As on 31st March, 2025, the Board of Directors of the Company comprised the following: Mr. Paulson Paul Thazhathedath, Mr. Hans Albert Lewis, Mr. Nilay Shivnarayan Sharma, Mr. Sujit Nityanand Chakraborty, Mr. Paresh Jaysih Sampat and Ms. Monina Elizabeth Lewis.

19. Committees of the Board:

Audit Committee:

Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The details of its composition & meetings held during the Financial Year 2024-25 etc., is as below. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2024-25. During the year under review there are Eight (8) audit committee meetings held.

As on 31^st March, 2025, the Audit Committee comprised of Mr. Sujit Nityanand Chakraborty as Chairman, Non-Executive Independent Director, Mr. Nilay Shivnarayan Sharma as Member, Non-Executive Independent Director and Ms. Monina Elizabeth Lewis as Member, Non-Executive Director.

Nomination and Remuneration Committee:

The Board of Directors has formulated a policy that provides a framework for the selection and appointment of Directors and Senior Management, and for determining the qualifications, positive attributes, and independence of Directors. The Board has also adopted a policy relating to the remuneration of Directors, Key Managerial Personnel, and Senior Management, which is available on the Companys website at https://docmode.org/policy/. During the year under review, five (5) meetings of the Nomination and Remuneration Committee were held.

Stakeholders Relationships Committee:

The Company has formulated and adopted Stakeholders Relationships Committee in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. During the year under review Five (5) Stakeholders Relationship committee meetings was held. The details of its composition during the Financial Year 2024-25 etc., is as below.

As on 31^st March, 2025, the Stakeholders Relationships Committee comprised of Mr. Sujit Nityanand Chakraborty as Chairman, Non-Executive Independent Director, Mr. Nilay Shivnarayan Sharma as Member, Non-Executive Independent Director and Ms. Monina Elizabeth Lewis as Member, Non-Executive Director.

20. Independent Directors:

As on 31^st March, 2025, the Board of Directors of the Company included 2 (Two) Independent Directors Mr. Sujit Nityanand Chakraborty and Mr. Nilay Shivnarayan Sharma. In Compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Regulations) Requirement, 2015; the Independent Directors Meeting of the Company was held on 26^th March, 2025.

Independent Directors of the Company have been issued formal letters of appointment setting out in detail the terms of their appointment, roles, duties and responsibilities. The Company also conducts familiarization programs from time to time to keep the Independent Directors updated on their roles, rights, responsibilities, the nature of the industry in which the Company operates, and the business model of the Company.

Web link of Website for the Familiarization Policy for Independent Directors: https://d3030h7whein66.cloudfront.net/PDF/DocMode+/7.+Directors+Familiarisation+Programe_Doc mode.pdf.

21. Annual Evaluation of Boards and Committee Performance:

Pursuant to the provisions of the Act, the SEBI LODR Regulations and the Guidance Note issued by SEBI, the Nomination and Remuneration Committee of the Board carried out an evaluation of performance of Independent Director, Individual Executive and Non-Executive Director and Board as whole and that of its committees.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a separate meeting held on 26^th March, 2025 after considering their overall contribution and engagement in the growth of the Company, active role in monitoring the effectiveness of Companys Corporate Governance practices and adherence to the Code of Conduct etc. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee.

The Board of Directors evaluated the performance of the Nomination and Remuneration Committee based on the Committees terms of reference. Additionally, the Committee undertook a review of the Board and other Committees. The responsibility for evaluating the Nomination and Remuneration Committee itself was placed with the Board of Directors.

Overall, the performance of the Independent Director, Individual Executive and Non-Executive Director and the Board as whole and that of its committees as a whole was quite satisfactory and up to the mark during the year under review.

22. Whistle Blower Policy:

Pursuant to the provisions of Section 177(9) of the Act, the Board of Directors of the Company has framed the Vigil Mechanism/ Whistle Blower Policy for employees and/ or volunteers of the Company. The said Policy encourages to report any action or suspected action taken within the Company that is illegal, fraudulent or in violation of any adopted policy of the Company including reporting of instances of leak or suspected leak of unpublished price sensitive information. The Policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Whistle Blower Policy is posted on the website of the Company at https://d3030h7whein66.cloudfront.net/PDF/DocMode+/1.+Whistle+Blower+Policy_Docmode.pdf.

23. 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 statement in terms of the Provisions of the Section 134 (5) of the Companies Act, 2013 (the Act):

24. Management Discussion and Analysis:

The Management Discussion and Analysis report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company as per Annexure-II

25. Code of Conduct:

The Board of Directors has adopted the Policy on Codes of Fair Disclosure and Conduct ("Fair Disclosure Code") in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Fair Disclosure Code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website https://d3030h7whein66.cloudfront.net/PDF/DocMode+/5.+Policy+on+Code+of+Fair+Disclosure+of +UPSI_Docmode.pdf.

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013 and is available on the website https://d3030h7whein66.cloudfront.net/PDF/DocMode+/11.+Policy+on+code+of+conduct+for+Indep endent+Directors_Docmode.pdf.

26. Auditors:

In line with the Resolution passed in the Annual General Meeting of the Company held in the Calendar Year 2023, M/s. R. Sundaresan Aiyar & Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number: 110564W/ Membership No. 043946) were appointed as Statutory Auditors of the Company for a period of 5 years till the conclusion of Annual General Meeting of the Company to be held in the calendar year 2028.

27. Audit Report:

27.1 (i) For the year under review the audit report of the Company contains adverse mark or qualification by the Statutory Auditors of the Company regarding default made in repayment of loans and borrowings and in payment of interest thereon. (ii) Further, Tax Deducted at Source (TDS) of Rs. 54.66 lakhs were not deposited with the Income Tax Department as of 31st March, 2025, and it has been pending for more than 6 months. (iii) The Company has incurred cash loss of Rs. 167 Lakhs in the financial year.

27.2 Comments of Directors on Audit Report:

With respect to the observations made by the Statutory Auditors in their report regarding the default in repayment of principal and interest on Non-Convertible Debentures (NCDs), the Board of Directors wishes to state that the Company has been facing temporary liquidity constraints arising from a slowdown in collections, increased working capital requirements, and timing mismatches in operational cash flows. These factors have resulted in delays in servicing debt obligations. Consequently, a pledge on 7,57,923 equity shares, constituting 24.12% of the total paid-up share capital of the Company and equally held by the promoters, was invoked in favour of the Debenture Trustee as per the instructions of one of the NCD holders, Ms. Bindi Mehta. The Board, along with the promoters, is actively engaged in discussions and exploring restructuring measures to regularize these obligations and safeguard the interests of all stakeholders.

Further, the Auditors have also observed that Tax Deducted at Source (TDS) amounting to Rs. 54.66 lakhs remained unpaid for more than six months as at 31st March, 2025, and that the Company has incurred a cash loss of Rs. 167 lakhs during the financial year. These matters are also a consequence of the liquidity pressures explained above. The Company has initiated steps to clear the pending TDS liability in a phased manner along with applicable interest and is committed to ensuring strict compliance with all statutory obligations in future. Simultaneously, the management, together with the promoters, is pursuing cost optimization, operational efficiency initiatives, and exploring additional funding support to strengthen the financial position. The Board is confident that these corrective measures will enable the Company to regularize its statutory and debt obligations and restore financial stability for the benefit of all stakeholders.

28. Details of remuneration as required under Section 197(12) of the Companies Act, 2013:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) are given in Annexure-III.

29. Particulars Of Employees:

Particulars of the employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-IV.

28. Secretarial Auditor:

28.5 The Company made a delay of one (1) day in submitting the prior intimation under Regulation 29(2)/29(3) of SEBI (LODR) Regulations, 2015, in respect of the Board Meeting convened to consider the audited financial results for the half-year ended 31st May, 2025.

Comments of Directors on Secretarial Audit Report:

The Company has complied with all the necessary provisions of "Secretarial Standards on Meetings of the Board of Directors" and "Secretarial Standards on General Meetings" issued by the Institute of Company Secretaries of Indian, from time to time.

As required, in accordance with the Section 92(3) of the Act, copy of Annual Return in Form MGT-7, is available on the website of the Company www.docmode.com

Information in accordance with the provisions of 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo is given in below:

a. Conservation of Energy:

i. the steps taken or impact on conservation of energy: Energy consumption is monitored and maintenance systems are improved.

ii. the steps taken by the Company for utilizing alternate sources of energy: The Company is trying to make effective/ efficient use of current sources of energy.

iii. the capital investment on energy conservation equipments: NIL

b. Technology Absorption and Research & Development: The Companys operations do not require significant import of technology. No expenditure had been incurred on research & development activities.

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 (hereinafter referred to as the Act) read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no deposits which are outstanding as on 31^st March, 2025. The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Loans and Investments in compliance with the provisions of the Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements of the Company.

The Company has not formulated Risk Management Policy as it is not mandatory to the Company.

The Company is not covered under the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

During the year under review, no transactions were entered into by the Company with its related parties as per the provisions of Section 188 of the Companies Act, 2013. Further, there were no contracts or arrangements with any related party which were material in nature, and hence the Form AOC-2 is not applicable to the Company.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://docmode.org/policy/.

The Company has duly constituted an Internal Complaints Committee (ICC) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 but no complaints were received by the ICC during the year under review.

The Company is not required to conduct cost audit and maintenance of cost records is also not applicable to the company as per Section 148(1) of the Companies Act, 2013 and the rules made thereunder.

During the year under review, no application has been made by the Company under the Insolvency and Bankruptcy Code and accordingly the requirement of disclosing the following details is not applicable to the Company:

As company is listed on SME Exchange of NSE, the compliance with the corporate governance provisions as specified in LODR under regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are exempted to the company. Hence, requirements of corporate governance under regulation 27 and under Para C of Schedule V of LODR have not been included in this Annual Report.

Pursuant to Regulation 32(1) of the Listing Regulations, there was no deviation/variation in the utilization of proceeds raised in IPO by the Company. The NIL deviation reports, in respect of the IPO has been filed by the Company on a Half yearly basis, with NSE where equity shares of the Company are listed.

Further, the proceeds have been fully utilized for the purposes as disclosed in the offer document. Accordingly, no further disclosure under Regulation 32(2) is required to be given.

42. Compliance with the Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

43. Acknowledgement: