Docmode Health Technologies Ltd Directors Report

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Oct 22, 2026|12:00:00 AM

Docmode Health Technologies Ltd Share Price directors Report

To, The Members,

Your Directors take pleasure in presenting 09th (Nineth) Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2026.

1. Financial Performance of the Company:

(Rupees in Lakhs)

Standalone

Consolidated

Particulars

2025-26 2024-25 2025-26 2024-25

Income

2691.05 4270.27 2,691.13 4270.28

Expenditure

2705.10 4467.29 2,705.34 4466.79

Profit/ (Loss) Before Tax

(14.05) (197.02) (14.21) (196.52)

Less: Tax expense

- - - 0.08

Less: Deferred tax

(0.72) (6.80) (0.72) (6.80)

Less: Tax in respect of earlier years

- 12.92 - 12.92

Profit/ (Loss) after tax

(13.33) (203.14) (13.49) (202.64)

Less: Preference Dividend

- - - -

Add: Previous Year Balance B/F

521.05 724.19 520.64 723.20

Less: Capitalization of reserves

- - - -

Balance carried to Balance Sheet

507.72 521.05 507.15 520.64

Less: Equity Dividend

- - -

2. Details of the Subsidiaries, Associate and Joint Ventures:

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

3. State of the Companys Affairs:

The Company has earned total income of Rs. 2691.05 Lakhs [Previous Year: Rs. 4270.27 Lakhs on a standalone basis and INR 2,691.13 Lakhs [Previous Year: INR 4270.28 Lakhs] on consolidated basis. The expenses incurred during the year are INR 2,705.10 Lakhs [Previous Year: INR 4467.29 Lakhs] on standalone basis and INR 2,705.34 Lakhs [Previous Year: INR 4466.79 Lakhs] on consolidated basis. After meeting all the expenses, your Company has incurred a total loss after tax of INR 13.33 Lakhs [Previous Year: 203.14 Lakhs] on standalone basis and INR 13.49 Lakhs [Previous Year: 202.64 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.

4. Transfer to Reserve:

During the Financial Year 2025-26, the Company has not transferred any amount to the general reserve.

5. Change in the Nature of Business, if any:

During the Financial Year, the Company has not changed nature of its business activity at any point of time between the Financial Year.

6. Allotment and listing of shares:

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

7. Material Changes and Commitments, if any:

(i) On 30th June 2025, the Company has received a notice from the Debenture Holder, Ms. Bindi Mehta, for enforcement of 6,69,116 equity shares pledged by the both the promoters as collateral against the issue of Tranche-I and Tranche-II Non-Convertible Debentures aggregating to Rs. 1,25,00,000. Pursuant to the invocation of the pledge, and after excluding locked-in shares, 5,21,063 equity shares were enforced, comprising 3,34,558 shares held by Mr. Hans Lewis and 1,86,505 shares held by Mr. Paulson Paul Thazhathedath, together representing 16.57% of the total paid-up share capital of the Company. (ii) On 22nd August, 2025, the company has received a notice from the Debenture Holder, Ms. Varsha Mehta, for enforcement of 88,807 equity shares pledged by the promoters as collateral against the issue of Tranche II Non Convertible Debentures aggregating to Rs. 25,00,000. Pursuant to the invocation of the pledge, and after excluding locked in shares, 44,403 equity shares held by Mr. Paulson Paul Thazhathedath, representing 1.41% of the total paid up share capital of the Company, were enforced.

8. Change in Registered Office of the Company:

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

9. Dividend:

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:

(i) Aquilon Capital Emerging Sectors I transferred 75 Trench -II NCDs of the Company to Mr. Nikhil Ashok Dike for a total consideration of Rs. 75,00,000, as approved by the Board on 20th April 2026. (ii) Ms. Reshma Susan Thomas, Company Secretary of the Company, resigned from her position with effect from 30th April, 2025 and Ms. Juhi Tanna was appointed as Company Secretary and Compliance Officer of Company w.e.f 30th May, 2026. (iii) The Company changed its name from "Docmode Health Technologies Limited" to "Doctrack Solutions Limited" vide Members Special Resolution passed in Extra-Ordinary General Meeting dated 8th July, 2026. (iv) During the Financial Year, the registered office of the company was shifted from 307, Shivai Plaza, Marol Cooperative Industrial Estate Road, Sagbag, Marol, Andheri East, Mumbai 400059, Maharashtra, India, to 201, Kalpataru Plaza, Rambaug Off Chincholi Bunder Road, Malad West, Mumbai 400064, Maharashtra w.e.f 1st January, 2026.

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

The Board of Directors duly met 9 (Nine) times, during the year on 30/05/2025, 30/06/2025, 10/07/2025, 29/08/2025, 14/11/2025, 03/12/2025, 01/01/2026, 06/03/2026 and 16/03/2026 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 08th Annual General Meeting of the Company for the financial year 2024-2025 was held on 30/09/2025 at the Registered Office of the Company.

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

No Extra-Ordinary General Meeting of the Members of the Company was held during the year under review.

18. Directors and Key Managerial Personnel:

Appointments / Re-appointments / Changes in designation:

Ms. Juhi Tanna was appointed as Company Secretary and Compliance Officer of Company w.e.f 30th May, 2026.

Resignations:

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, Ms. Monina Elizabeth Lewis, Non-Executive Director of Company, 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, she has offered herself 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, 2026, 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 and Whole-Time Director and Mr. Paulson Paul Thazhathedath, Whole-time Director of the company."

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, 2026, 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 2025-26 etc., is as below. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2025-26. During the year under review, there are Seven (7) audit committee meetings held. As on 31st March, 2026, 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://doctrack.co.in/policy/. During the year under review, One (1) 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, Four (4) Stakeholders Relationship committee meetings was held. The details of its composition during the Financial Year 2025-26 etc., is as below. As on 31st March, 2026, 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.

Details of Investor Complaints

Complaints at the beginning of FY 2025-26

0

Complaints received during the year

0

Complaints resolved during the year

0

Complaints unresolved during the year

0

Complaints pending during the year

0

Complaints at the end of FY 2025-26

0

20. Independent Directors:

As on 31st March, 2026, 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 26th March, 2026.

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/Doctrack+/7.+Directors+Familiarisation+Programe_Doctrack.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 26th March, 2026 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/Doctrack+/1.+Whistle+Blower+Policy_Doctrack.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): a. That in the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That 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 31st March, 2026 and of the profit of the Company for the year ended on that date; c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Annual Accounts have been prepared on a going concern basis; and e. 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.

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/Doctrack+/5.+Policy+on+Code+of+Fair+Disclosure+of+ UPSI_Doctrack.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/Doctrack+/11.+Policy+on+code+of+conduct+for+Indepe ndent+Directors_Doctrack.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. M/s. R. Sundaresan Aiyar & Co. have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

27. Audit Report:

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Integrated Annual Report. The said Report was issued by the Statutory Auditors with a qualified opinion which are: 27.1 The Company has defaulted in repayment of NCDs aggregating to 2.25 crore, and the pledged shares of the promoters were partly invoked towards the default. However, as at 31 March 2026, the NCDs continued to appear as outstanding in the BENPOS, and no confirmation of redemption/appropriation or discharge of the NCD obligations was made available by the Debenture Trustee/debenture holders. Consequently, interest and default interest aggregating to 29.84 lakh were not recognized by the Company, resulting in understatement of finance costs and financial liabilities. For detailed comment refer page number 1 of Auditors Report and point number ix of Annexure B of Auditors Report.

Comments of Directors on Audit Report:

The Company has noted the observation of the Statutory Auditors regarding the accounting of coupon interest and additional default interest on the NCDs. Pursuant to the default, certain pledged shares of the promoters were invoked by the pledgees and the management had considered the value of such shares against the outstanding NCD obligations. However, in the absence of formal confirmation from the Debenture Trustee/debenture holders regarding appropriation of the invoked shares and discharge of the NCD obligations, the Statutory Auditors have considered the aforesaid interest as payable. The Company is in the process of obtaining the requisite confirmation and supporting documents from the Debenture Trustee/debenture holders and shall take appropriate accounting and consequential regulatory actions based on the final confirmation and reconciliation of the NCD obligations.

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 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2025-26 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.

30. Secretarial Auditor:

30 Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vidhi Jobanputra & Co., Practicing Company Secretary (FCS No.: 11160 C. P. No.: 22293) to conduct the Secretarial Audit of the Company for financial year 2025-26. The Secretarial Audit Report is annexed to this Report as Annexure-V. The said Report contains following qualifications / reservations or adverse remarks:

30.1 The Company has defaulted in repayment of NCDs aggregating to Rs. 2.25 crore, and the pledged shares of the promoters were partly invoked towards the default. However, as at 31 March, 2026, the NCDs continued to appear as outstanding in the BENPOS, and no confirmation of redemption/appropriation or discharge of the NCD obligations was made available by the Debenture Trustee/debenture holders. Consequently, interest and default interest aggregating to Rs. 29.84 lakh were not recognized by the Company, resulting in understatement of finance costs and financial liabilities 30.2 The financial results along with the Limited Review Report for the half-year ended 30th September, 2025 were approved by the Board of Directors at its meeting held on 03rd December, 2025. As per applicable regulatory requirements, the said results were required to be approved and submitted within 45 days from the end of the half-year, i.e., on or before 14th November, 2025. The completion of the audit process and finalisation of the financial statements could not be concluded within the stipulated timeline due to emergency leave of key personnel involved in the finalisation process, which impacted the completion of audit within the prescribed period. The Company had also appropriately intimated NSE regarding the circumstances leading to the delay. The outcome of the Board meeting along with the financial results and limited review report (Consolidated & Standalone) was subsequently submitted to the stock exchange on 03rd December, 2025. 30.3 As per SEBI LODR requirements, the annual audited financial results for FY 2025-26 were to be submitted by 30th May 2026. However, the submission has not been completed till date. The Company is now planning to convene a Board Meeting on 4th September 2026 to consider and approve the said financial results. The Company has also appropriately intimated NSE regarding the circumstances leading to the delay. 30.4 The registration of both the Independent Directors of the company in the Independent Directors Databank stood lapsed due to non-compliance with the requirements relating to the online proficiency self-assessment test under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. 30.5 The Company Secretary and Compliance Officer of the Company resigned with effect from 30th April, 2025. In terms of Regulation 6 of the SEBI (LODR) Regulations, 2015, a listed entity is required to appoint a qualified Company Secretary as Compliance Officer, and such appointment is to be made within three months from the date of vacancy. Accordingly, the due date for appointment of the new Company Secretary and Compliance Officer was 31st July, 2025. However, said appointment was made w.e.f 30th May 2026 and Ms. Juhi Tanna (ACS-59864), was appointed as Whole-Time Company Secretary and Compliance Officer of the company. 30.6 During the audit period, the Company received penalty notices from NSE for non-appointment of a Company Secretary and for delays in submission of the half-yearly unaudited financial statements [30th September 2025] and the annual audited financial statements [31st March 2026]. The Company has paid a portion of the penalties, while certain amounts remain outstanding as on date. 30.7 The Companys Annual General Meeting was held on 30th September 2025. However, due to a vacancy in the office of the Company Secretary, Form MGT-15 could not be filed within the statutory timeline. Consequently, the form was filed on 20th June 2026, resulting in a delayed submission under the provisions of the Companies Act, 2013. 30.8 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: a. Observation 30.1: The Company has noted the observation of the Statutory Auditors regarding the accounting of coupon interest and additional default interest on the NCDs. Pursuant to the default, certain pledged shares of the promoters were invoked by the pledgees and the management had considered the value of such shares against the outstanding NCD obligations. However, in the absence of formal confirmation from the Debenture Trustee/debenture holders regarding appropriation of the invoked shares and discharge of the NCD obligations, the Statutory Auditors have considered the aforesaid interest as payable. The Company is in the process of obtaining the requisite confirmation and supporting documents from the Debenture Trustee/debenture holders and shall take appropriate accounting and consequential regulatory actions based on the final confirmation and reconciliation of the NCD obligations. b. Observation 30.2 & 30.3: The Board acknowledges the delay and regrets the non-compliance. It is clarified that the delay was procedural in nature and not intentional. The Company has strengthened its internal monitoring mechanism to avoid recurrence and will ensure timely submission of financial results in the future. c. Observation 30.4: The Board notes that the registration of both the Independent Directors in the Independent Directors Databank has lapsed due to non-compliance with the requirements relating to the online proficiency self-assessment test under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have assured the Board that necessary steps are being initiated to regularize their registration and complete the prescribed proficiency test within the stipulated timelines. The Board remains committed to ensuring full compliance with the applicable provisions of the Companies Act, 2013 and related rules. d. Observation 30.5: The delay in appointment of the Company Secretary and Compliance Officer was due to the non-availability of a suitable candidate despite continuous recruitment efforts. During the intervening period, interim arrangements were made to ensure uninterrupted regulatory compliance and communication with the National Stock Exchange of India Limited (NSE), stakeholders and other regulatory authorities. The Company subsequently appointed a qualified Company Secretary and Compliance Officer on 30th May, 2026, thereby regularising the compliance. e. Observation 30.6: The Board notes that the Company has received penalty notices from NSE during the audit period for non-appointment of a Company Secretary and for delays in submission of the half-yearly unaudited financial statements (30th September 2025) and the annual audited financial statements (31st March 2026). The Company has already paid a portion of the penalties, while certain amounts remain outstanding as on date. The Board assures that corrective measures are being taken to strengthen compliance processes, including timely appointment of Key Managerial Personnel and adherence to prescribed timelines for financial disclosures, to avoid recurrence of such instances in future. f. Observation 30.7: The Board notes that the Companys Annual General Meeting was duly convened on 30th September 2025. However, owing to a vacancy in the office of the Company Secretary, Form MGT-15 could not be filed within the statutory timeline. The said form was subsequently filed on 20th June 2026. The Board takes note of the observation of the Secretarial Auditor. The Board assures stakeholders that necessary steps are being taken to strengthen compliance processes, including timely appointment of Key Managerial Personnel, to ensure adherence to statutory timelines and to prevent recurrence of such delays in future. g. Observation 30.8: The Board notes that there was 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 year ended 31st March 2025. The delay was inadvertent and not deliberate. The Board has taken cognizance of the lapse and assures stakeholders that necessary steps are being implemented to strengthen internal compliance monitoring so as to ensure timely submission of all future intimations and disclosures.

31. Compliance with the Secretarial Standards:

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.

32. Extract of Annual Return:

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 https://doctrack.co.in/

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

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. c. Foreign Exchange Earning and Outgo:

(Rupees in Lakhs)

No. Particulars

2025-26 2024-25

1. Earning in Foreign Exchange

2.72 6.89

2. Outgo in Foreign Exchange

30.30 99.66

34. Details relating to Deposits:

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 31st March, 2026. The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

35. Particulars of Loans, Guarantees or Investments (Under Section 186 of the Act):

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.

36. Risk Management Policy:

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

37. Corporate Social Responsibility Policy:

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

38. Related Party Transactions:

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://doctrack.co.in/policy/.

39. Disclosure on complaints received by the Internal Complaints Committee (ICC), formed under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

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.

40. Disclosure relating to maintenance of cost records:

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.

41. Details on Insolvency and Bankruptcy Code:

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: i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year; and ii. the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

42 . Corporate Governance Report:

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.

43 . Details of utilization of funds & Statement of deviation(s) or variation(s):

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.

44. 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.

45. Acknowledgement:

The Directors express their sincere appreciation to the valued Stakeholders including Shareholders, Bankers and Clients for their support and contribution to the Company.

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Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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