Entero Healthcare Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present their Eighth Annual Report of Entero Healthcare Solutions Limited ( the Company ) along

with the Audited Financial Statements for the Financial Year ( FY ) ended March 31, 2026.

Financial Highlights (INR in millions)

Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Net Sales /Income from Business Operations	3482.41	4086.70	65912.12	50957.80
Other Income	1137.23	1143.69	192.37	395.05
Total Income	4619.64	5230.39	66104.49	51352.85
Total Expenses	4272.81	4491.78	64229.35	49965.46
Prot / (loss) bef ore tax and exceptional item	346.83	738.61	1875.14	1387.39
Exceptional Item	44.97	470.81	81.78	0.00
Less: Current Income Tax	89.06	0.00	594.80	257.99
Less: Previous year adjustment of Income Tax	0.00	0.00	0.00	(1.90)
Less: Deferred Tax	(55.95)	75.99	(259.84)	56.96
Net Prot af ter Tax	268.75	191.81	1458.40	1074.34
Total Comprehensive Income	265.94	192.97	1452.49	1079.21
Less: Minority share of prots/ L osses	0.00	0.00	307.89	127.54
Earnings per share (Basic) in INR Actual	6.18	4.41	26.44	21.80
Earnings per share (Diluted) in INR Actual	6.17	4.40	26.40	21.76

Companys Financial Performance

The Audited Standalone and Consolidated Financial Statements of the Company for FY 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ( the Act ), Indian Accounting Standards ( Ind AS ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( SEBI Listing Regulations ).

In accordance with the provisions of Section 129(3) of the Act, the audited consolidated onancial statements are also provided in the Annual Report.

The revenue from operations on Standalone basis for FY 2025-26 stood at INR 3482.41 million as against INR 4,086.70 million for FY 2024-25, whereas the proot for FY 2025-26 stood at INR 268.75 million as against proot of INR 191.81 million for FY 2024-25.

The revenue from operations on consolidated basis for FY 2025-26 stood at INR 65912.12 million as against INR 50,957.80 million for FY 2024-25. Whereas the Proot for FY 2025-26 stood at INR 1458.40 million as against proot of INR 1074.34 million for FY 2024-25.

For more details on the performance of the Company, please refer to the Management Discussion and Analysis Report which forms a part of this report.

The Company did not undergo any change in the nature of its

business during the onancial year 2025-26.

There have been no material changes and commitment affect ing the Companys onancial position between the end of the onancial year and the date of this report other than those which have already been disclosed to the Stock Exchanges.

Dividend

In order to conserve the resources of the Company, the Board has not recommended any dividend for the onancial year under review.

In accordance with the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy, which is available on its website at https://www.enterohealthcare.com/investor/corporate-governance/policies.php

Transfer to Reserves

The Company does not propose to transfer any amount to the

General Reserve.

Deposits

The Company has not accepted any deposits from the public/ members during the year under review and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2026.

Share Capital

A. Authorised Share Capital

There was no change in the authorised share capital of

the Company during the year under review.

B. Changes in Issued, Subscribed and Paid-up Share

Capital

During the onancial year 2025-26, the existing Issued, Subscribed, Paid-up Equity Share Capital of the Company increased from Rs. 43,50,77,070/- (Rupees Forty-Three Crore Fifty Lakh Seventy-Seven Thousand and Seventy only) divided into 4,35,07,707 equity shares of Rs. 10/- each to Rs. 43,51,09,370/- (Rupees Forty-Three Crore Fifty-One Lakh Nine Thousand Three Hundred and Seventy only) divided into 4,35,10,937 equity shares of Rs. 10/-, pursuant to the allotment of 3,230 equity shares of Rs. 10/- each against the exercise of options granted under the Entero Employees Stock Option Plan, 2023 (ESOP 2023).

Employees Stock Option Plan (ESOPs)

The Company has Employee Stock Option Plan namely, Entero Employees Stock Option Plan, 2023 ( ESOP 2023 ) which is administered by Nomination and Remuneration Committee

( NRC ). The said ESOP 2023 is in compliance with the Securities and Exchange Board of India (Share Based Employee Beneots and Sweat Equity) Regulations, 2021 (hereinafter referred to as SEBI SBEB & SE Regulations). There has been no changes in the ESOP 2023 during onancial year 2025-26. During the year under review 83,960 fresh options were granted to employees of the Company and 3,230 options were exercised by employees of the Company.

The Secretarial Auditors of the Company have provided a certiocate stating that the aforesaid ESOP Plan has been implemented in accordance with SEBI SBEB & SE Regulations and is in accordance with the approval of shareholders of the Company. The certiocate will be available for inspection by the Members at the ensuing Annual General Meeting (AGM).

Disclosures as required under Regulation 14 of SEBI SBEB & SE Regulations, are available on the website of the Company at: - https://www.enterohealthcare.com/investor/shareholders_ information/esop-disclosure.php

Credit Rating

During the year under review, India Ratings and Research, a Fitch Group Company (Credit Rating Agency) has a rmed the Companys credit rating with IND A- and the Outlook is stable.

Subsidiaries, Associates and Joint Ventures

As on March 31, 2026, the Company has 48 subsidiaries and there are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (Act).

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, A statement containing salient features of the subsidiaries included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report.

During FY 2025-26 the following changes have taken place in

the subsidiaries of the Company:

New Acquisitions: i. 80% equity stake in Bioaide Technologies Private Limited ii. 80% equity stake in Anand Medilink Private Limited iii. 70% equity stake in Sai RK Pharma Private Limited iv. 70% equity stake in Well Wisher Pharma Private Limited v. 70% equity stake in Ramson Medical Distributors Private Limited vi. 60% equity stake in Ace Cardiopathy Solutions Private Limited vii. 51.51% equity stake in Anand Chemiceutics Private Limited

Other Changes during the year:

The Company has acquired an additional 16% of the equity share capital of Peerless Biotech Private Limited, taking its aggregate shareholding to 76%.

The Company transferred its 100% equity stake in its wholly owned subsidiaries (WOS) Chethana Pharma Distributors Private Limited and CPD Pharma Private Limited to its another WOS Rada Medisolutions Private Limited.

The Company sold its entire 100% equity stake in Suprabhat Pharmaceuticals Private Limited by selling it back to its erstwhile promoters. As a result Suprabhat Pharmaceuticals Private Limited ceased to be subsidiary of the Company.

Zennx Software Private Limited, Quromed Lifesciences Private Limited and Rimedio Pharma Private Limited being non-operational has been struck o w.e.f. May 01, 2025, June 02, 2025 and June 05, 2025 respectively.

Merger:

During the year under review Chethana Pharma Distributors Private Limited and CPD Pharma Private Limited WOS of Rada Medisolutions Private Limited got merged with it via Fast-track route with appointed date as April 15, 2025.

During the year, Novacare Healthcare Solutions Private Limited, was a material subsidiary of the Company in accordance with the provisions of the SEBI Listing Regulations read with the Companys Policy on Material Subsidiaries.

The policy for determining material subsidiaries of the Company is available on the Companys website at https://www.enterohealthcare.com/investor/corporate-governance/policies.php.

There has been no material change in the nature of the

business of the subsidiaries of the Company.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act have been disclosed in the onancial statements, which forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations is provided in a separate section and forms part of this Annual report.

Corporate Governance

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is provided in a separate section and forms part of this Annual report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year ended March 31, 2026, as prescribed under Regulation 34 of SEBI Listing Regulation, is provided in a separate section and forms part of this Annual Report. The BRSR outlines the Companys performance across environmental, social and governance (ESG) parameters, including responsible business conduct, resource efficiency , climate resilience, labour practices, community development, and ethical governance. The BRSR is made available on the website of the Company at www.enterohealthcare.com.

Board of Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Arun Sadhanandham (DIN: 08445197) Non-Executive Non-Independent Director, retires by rotation at the ensuing AGM and being eligible, has offer ed himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board approved the re-appointment, subject to approval of the Shareholders at the ensuing AGM.

The Board has recommended to the Members the reappointment of the Non-Executive Independent Directors of the Company, as set out in the Notice convening this AGM.

The necessary resolutions seeking the approval of the Members for the aforesaid re-appointments have been included in the Notice of the 8th AGM, and the Board recommends the same for approval by the Members.

The disclosures required under the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with other applicable provisions of the Companies Act, 2013, are provided in the Annexure to the Notice convening the 8th AGM.

The terms and conditions of re-appointment of the Independent Directors are in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, and are placed on the website of the Company at https://www.enterohealthcare.com/investor/corporate-governance/independent-directors.php

The Board conorms that all the Independent Directors possess integrity and the requisite expertise and experience to discharge their functions effect ively.

During the year under review, Mr. Kevin Rohitbhai Daftary, Non-Executive Non-Independent Director was redesignated as a Nominee Director w.e.f. May 27, 2025, representing Prasid Uno Family Trust, an equity investor (holding 10.46% of the equity share capital of the Company as on date) in accordance with the nomination letter received from the said Investor.

As on March 31, 2026, the following persons have been designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 read with Companies (Appointment and Qualiocations of Directors) Rules, 2014:

1. Mr. Prabhat Agrawal, Managing Director and Chief Executive Officer

2. Mr. Prem Sethi, Whole time Director and Chief Operating Officer

3. Mr. Balakrishnan Natesan Kaushik, Group Chief Financial Officer

4. Ms. Sanu Kapoor, VP- General Counsel, Company Secretary and Compliance Officer

During the year under review Mr. Venkataramana Ram Chebolu (Mr. CV Ram) resigned as Group Chief Financial Officer w.e.f. April 10, 2025 and Mr. Balakrishnan Natesan Kaushik was appointed as Group Chief Financial Officer w.e.f. April 11, 2025.

The details of the Senior Managerial Personnel forms part of

the Corporate Governance Report.

Declaration by the Independent Directors

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fuloll the conditions specioed under the Act and the SEBI Listing Regulations and are Independent of the management. There has been no change in the circumstances affect ing their status as Independent Directors of the Company.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have conormed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external inouence.

Familiarization Programme for Directors

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors. The disclosure pertaining to the familiarization programmes for the Independent Directors are disclosed on the website of the Company and can be accessed at https://www.enterohealthcare.com/investor/corporate-governance/independent-directors.php

Board Meetings:

During the year under review, seven (7) meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act 2013 and Secretarial Standards on Board Meetings as amended from time to time. Dates of the Board Meetings and the, attendance of the Directors are provided in Corporate Governance Report which forms a part of this Annual Report.

Board Performance Evaluation

The Board of Directors, has adopted a Policy and criteria for evaluation of the Board, its Committees and Individual Directors, on the recommendation of the Nomination and Remuneration Committee. The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The criteria is broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and dynamics, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition, operations and responsibilities of committees, etc.

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors in its separate meeting evaluated the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of individual directors on the basis of set criteria. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effect iveness of the Board, its Committees and Individual Directors. For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Remuneration Policy and Criteria for Appointment of the

Directors

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further the assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specioc qualiocation required for the position. The potential Independent Board member is also assessed on the basis of independence criteria deoned in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of the SEBI Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy including criteria for determining the qualiocation, positive attributes, independence and other matters for appointment and remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. The said Policy as approved by the Board is available on the Companys website at www.enterohealthcare.com.

The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board Committees

In compliance with the Statutory requirements, the Company has constituted committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee. The Company has also constituted Internal Finance Committee and the Committee of Directors.

A detailed update on the Board, its composition, governance of committees, terms and reference of various committees, number of committee meetings held during the year is provided in the Corporate Governance Report, which forms a part of this Annual Report. During the year, all recommendations made by the Committees were approved by the Board.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effect iveness. The Audit Committee has additional oversight in the area of onancial risks and controls. The major risks identioed by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

The Company has developed and implemented the risk management policy for the Company. The Risk Management Policy approved by the Board of Directors is available on the website of the Company at https://www.enterohealthcare.com/investor/corporate-governance/policies.php.

Internal Financial Control system and adequacy

The Company has established an adequate and effect ive system of Internal Financial Controls (IFC) over onancial reporting, forming an integral part of the overall internal control framework. These controls are designed to ensure the orderly and efficient conduct of business, reliability of onancial reporting, and compliance with applicable laws and regulations.

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal onancial controls with reference to the onancial statements are adequate.

The details in respect of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Annual Report.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your

Directors state that:

1) In the preparation of the annual accounts for the onancial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) 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 a airs of the Company for the onancial year ended March 31, 2026, and of the proots of the Company for that period;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts on a going concern basis;

5) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effect ively; and

6) The Directors, have laid down internal onancial controls to be followed by the Company and that such internal onancial controls are adequate and were operating effect ively;

Related Party Transactions

During the year under review, None of the transactions with related parties fall under the scope of Section 188(1) of the Act. All transactions entered into by the Company with Related Parties as defined under the Act and the SEBI Listing Regulations, were in the ordinary course of business and on an arms length basis and there were no material related party transactions as per the materiality threshold limit during the onancial year under review. The required Form AOC-2 is annexed as Annexure-I for the particulars of related party transactions to be disclosed under Section 134(3) (h) to this Report.

Details of Related Party Transactions entered by the Company, in terms of Ind AS-24, have been disclosed in the standalone and the consolidated onancial statements, respectively, forming part of this Annual report.

The Policy on Related Party Transactions is available on the Companys websites at https://www.enterohealthcare.com/investor/corporate-governance/policies.php

Compliance with Downstream Investment requirements

During the year under review, the Company had complied with applicable requirements in respect of Downstream Investment(s) made during the year, as per Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by

Reserve Bank of India (RBI) and has obtained a certiocate from the Statutory Auditors of the Company in respect of the same. The Auditors certiocate would be available at Annual General Meeting for inspection by the Members.

Vigil Mechanism/ Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Employees, Directors and Stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, for reporting illegal, unethical or inappropriate events and includes adequate safeguards against victimization of persons availing of the mechanism. The policy also provides access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

The said Policy is also available on the Companys website https://www.enterohealthcare.com/investor/corporate-governance/policies.php.

Statutory Auditors

At the 6th AGM of the Company held on August 28, 2024, the Members had approved the appointment of M/s. M S K A & Associates LLP formerly known as M S K A & Associates, Chartered Accountants, (Firm Registration No. 105047W/ W101187), as the Statutory Auditors of the Company, for a period of ove years commencing from the conclusion of the 6th AGM held on August 28, 2024, until the conclusion of 11th AGM of the Company to be held in the year 2029.

The report of the Statutory Auditors forms part of the Annual Report for FY 2025-26. The said Report does not contain any qualiocation, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, at the 7th AGM of the Company held on September 18, 2025, the Members had approved the appointment of M/s. BNP & Associates, Practising Company Secretaries, Mumbai (Firm Registration No. P2014MH037400) as the Secretarial Auditors of the Company, to hold office for a term of ove consecutive years starting from April 01, 2025 till March 31, 2030. The Secretarial Audit Report for FY 2025-26 is attached as Annexure-II A .

The Secretarial Auditors certiocate conorming compliance with conditions of corporate governance as stipulated under SEBI Listing Regulations, for onancial year ended March 31, 2026, also forms part of this Report.

The observations and comments given by the Secretarial Auditors in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act. In accordance with the provisions of Regulation 24(A) of SEBI

Listing Regulations, Secretarial Audit Report of its material unlisted Indian subsidiary Novacare Healthcare Solutions Limited was undertaken by M/s. BNP & Associates, Practising Company Secretaries, Mumbai (Firm Registration No. P2014MH037400) and the Secretarial Audit Report issued by them is provided as Annexure II B .

The Secretarial Audit Report for the said material unlisted Indian subsidiary does not contain any qualiocation, reservation or adverse remark.

Signiocant and Material Orders Passed by the

Courts/Regulators

During the year under review, there were no signiocant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

Corporate Social Responsibility(CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility (CSR) obligations became applicable to the Company during the year under review. In terms of Section 135(9) of the Companies Act, 2013, the Company was not required to constitute a Corporate Social Responsibility Committee during the year under review, as its CSR obligation did not exceed Rs. 50 lakhs. Accordingly, the functions and responsibilities of the CSR Committee were discharged by the Board of Directors, in accordance with the provisions of Section 135 of the Companies Act, 2013, read with Schedule VII thereto and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

The Annual Report on Corporate Social Responsibility (CSR) activities for the onancial year under review, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure III . The CSR Policy is available on the Companys website at https://www.enterohealthcare.com/investor/corporate-governance/policies.php

The Chief Financial Officer of the Company has certioed that CSR funds disbursed for the CSR projects have been utilized for the purposes and in the manner as approved by the Board.

Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act)

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has arranged various interactive awareness workshops in this regard for the employees during the year under review.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Particulars of the complaints during the onancial year are as follows: a. No. of complaints oled during the year: Nil b. No. of complaints disposed o during the year: Nil c. Number of cases pending for more than 90 days: Nil d. No. of complaints pending as on 31 March 2026: Nil The policy on Prevention of Sexual Harassment is available on the Companys website at https://www.enterohealthcare.com/investor/corporate-governance/policies.php

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

Particulars of Employees

Disclosures pertaining to remuneration and other details as

required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV forming part of this Annual Report.

Considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company or through electronic mode during business hours on working days up to the date of the forthcoming AGM, by Members. Any Member interested in obtaining a copy thereof may send an e-mail to investor.grievance@ehspl.com.

Conservation of Energy, Research and Development, Technology Absorption, 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 Act, read along with Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure V .

Annual Return

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, the Annual Return as on March 31, 2026 is available on the website of the Company at https://www.enterohealthcare.com/investor/corporate-governance/annual-return.php.

Utilization of Issue Proceeds

The details of utilization of Issue proceeds of the IPO are submitted to the Stock Exchanges on quarterly basis and are available on their websites. As on March 31, 2026, there was no material variation between projected utilization of funds in the O er document and the actual utilization of funds.

The following table sets forth details of the utilization of Net Proceeds:

(INR in Million)

Sr. No.	Particulars	Utilisation as per prospectus	Utilisation up to March 31, 2026	Unutilised upto March 31, 2026
1	Repayment/prepayment in full or part, of certain borrowings availed of by our Company	1,425.00	1,425.00	-
2	Funding of long-term working capital requirements of the Company and its Subsidiaries during Fiscals 2025 and 2026	4,800.00	4,800.00	-
3	Pursuing inorganic growth initiatives through acquisitions	2,370.00	2,370.00	-
4	General Corporate purposes	953.00	953.00	-
	Total Net Proceeds	9,548.00	9,548.00	-

In accordance with the requirements of SEBI (ICDR) Regulations, 2018, the Company has appointed ICRA Limited as Monitoring

Agency for review and certication of utilization of the IPO proceeds to the Company.

Compliance with Maternity Benet A ct, 1961

The Company is compliant with the applicable provisions of the Maternity Benet Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

Other Disclosures

No disclosures are required in respect of the following items

and accordingly, it is a rmed as under:

No material changes and commitments affect ing the financial position of the C ompany between the end of the financial y ear and the date of this Annual report;

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditors have reported any incident of fraud during the year under review.

The provisions relating to maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 are not applicable on the Company during the financial y ear.

No amount or Shares were required to be transferred to the Investor Education and Protection Fund under the provisions of the Act.

The Company has not issued shares with differ ential voting rights and sweat equity shares during the year under review.

No Buyback of shares was undertaken by the Company during FY 2025-26.

There were no instances where the Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial Institutions.

No petition/application has been admitted against the Company, under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

There were no revisions of financial statements and the Boards Report of the Company during the year under review.

Acknowledgement

Your Board wishes to thank all stakeholders, employees, business partners, customers, vendors, investors, and bankers for their continued support and valuable co-operation.

Your Board places on record its sincere gratitude to the shareholders and investors for their continued trust, condenc e, and support to the Company.

For and on behalf of the Board of Directors of

Entero Healthcare Solutions Limited

Prabhat Agrawal	Prem Sethi
Managing Director & CEO	Whole-Time Director & COO
(DIN: 07466382)	(DIN: 07077034)

Place: Mumbai

Date: May 25, 2026