Gaudium IVF and Women Health Ltd Directors Report

To,
The Members,
Gaudium IVF and Women Health Limited
(Formerly known as Gaudium IVF and Women Health Private Limited)

The Board of Directors ("Board") are pleased to present the Boards Report on the business and operations of Gaudium IVF and Women Health Limited (Formerly known as Gaudium IVF and Women Health Private Limited) (Hereinafter referred to as "Company") along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on March 31, 2026 ("FY 2025-26"). This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board extends a warm welcome to all our public shareholders and looks forward to your continued trust and support in the future.

1. FINANCIAL RESULTS:

Key highlights of the Financial Results of your Company for the financial year ended March 31, 2026 and for the Previous Financial Year ended March 31, 2025 are as under:

Particulars	Standalone 2025-26 Current Year	Standalone 2024-25 Previous Year	Consolidated 2025-26 Current Year	Consolidated 2024-25 Previous Year
Revenue from Operations	7157.85	5900.16	10435.70	7072.40
Other Income	49.81	23.45	53.12	23.44
Profit / (Loss) before Depreciation, Finance Costs, Exceptional Items and Tax Expense	3506.40	2809.88	3823.51	2886.52
Less: Depreciation	(243.66)	(201.06)	(254.79)	(204.69)
Profit / (Loss) before Finance Costs, Exceptional Items and Tax Expense	3262.74	2608.82	3568.72	2681.83
Less: Finance Cost	(336.19)	(139.09)	(349.16)	(139.09)
Profit / (Loss) before Exceptional Items and Tax Expense	2926.55	2469.73	3219.56	2542.74
Add / Less: Exceptional Items	-	-	-	-
Profit / (Loss) before Tax Expense	2926.55	2469.73	3219.56	2542.74
Less: Tax Expense (Current & Deferred)	(697.78)	(606.35)	(770.72)	(624.88)
Profit / (Loss) for the year (1)	2228.77	1863.38	2448.85	1917.86
Add / Less: Profit / (Loss) for the year from discontinued operation	-	-	(2.75)	(0.49)
Other Comprehensive Income / (Loss) (2)	7.58	13.76	7.58	13.76
Total Comprehensive Income / (Loss) (1+2)	2236.34	1877.14	2453.67	1931.13

The operational performance of our Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

The Company is engaged in providing In Vitro Fertilization (IVF), Intracytoplasmic Sperm Injection (ICSI), Intrauterine Insemination (IUI), fertility preservation, and other Assisted Reproductive Technology (ART) and womens healthcare services across India, operating through an asset-light hub-and-spoke model comprising 7 full-service hubs / centres and 28 spokes spread across India, expanding its reach through a strategic alliance with infertility experts to promote awareness of ART and IVF treatments. This model enables the Company to deliver consistent, scalable clinical care while reducing dependency on individual practitioners.

During the year under review, the Company successfully completed its Initial Public Offering, with its Equity Shares listed on BSE and NSE on February 27, 2026, marking a significant milestone in the Companys growth journey. The Company was originally incorporated as Gaudium IVF and Women Health Private Limited on March 24, 2015, and was subsequently converted into a Public Limited Company, with a fresh Certificate of Incorporation issued by the Central Processing Center, Manesar, Haryana on October 24, 2024.

The state of affairs of the Company is presented as a part of the Management Discussion and Analysis Report which shall form a part of the Annual Report for FY 2025-26.

3. FINANCIAL PERFORMANCE:

Standalone level

On a standalone basis, the Companys revenue from operations and other income for the financial year was ?7207.66 Lakhs as compared to ?5923.61 Lakhs in the previous year. The Net Profit for the financial year under review amounted to ?2228.77 Lakhs as compared to ?1863.38 Lakhs in the previous year.

Consolidated level

On a Consolidated basis, the Companys revenue from operations and other income for the financial year under review was ?10488.82 Lakhs as compared to consolidated revenue from operations and other income of ?7095.84 Lakhs in the previous year. The Net Profit for the year under review was ?2448.85 Lakhs as compared to ?1917.86 Lakhs in the previous year.

4. INITIAL PUBLIC OFFERING ("IPO") AND LISTING ON MAIN BOARD, BSE LIMITED ("BSE") AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE"):

In order to unlock further potential and unleash greater value creation for all stakeholders, the Company came up with the Initial Public Offer ("IPO") of its equity shares. The equity shares of the Company were listed on the Stock Exchanges with effect from February 27, 2026.

The Company successfully completed its Initial Public Offering ("IPO") of 2,08,86,200 Equity Shares of face value of ?5/- each, comprising a Fresh Issue of 1,13,92,500 Equity Shares aggregating to ?9,000.08 Lakhs by the Company and an Offer for Sale of 94,93,700 Equity Shares aggregating to ?7,500.02 Lakhs by Dr. Manika Khanna, Promoter Selling Shareholder, at an Offer Price of ?79 per Equity Share, including a premium of ?74 per Equity Share, aggregating to ?16,500.10 Lakhs. The Initial Public Offer opened on February 20, 2026 and closed on February 24, 2026. The Equity Shares of the Company were listed and admitted for trading on BSE and NSE with effect from February 27, 2026.

5. ANNUAL LISTING FEE:

The Annual Listing Fee for the financial year 2025-26 and 2026-27 has been paid to both the Stock Exchanges i.e. BSE and NSE.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of your Company or its subsidiaries during the year under review.

7. DIVIDEND:

The Board has not proposed to pay any dividend for the financial year ended March 31, 2026.

The Company has formulated a Dividend Distribution Policy in accordance with the Listing Regulations. The Dividend Distribution Policy of the Company is available on the Companys website at: https://www.gaudiumivfcentre.com/assets/fort/Images/pdf/corporate-policies/Dividend%20Distribution%20Policy.pdf

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has not declared dividends on the Equity Shares, therefore, the provisions related to the transfer of unclaimed/unpaid dividend and shares to the Investor Education and Protection Fund under the Act were not applicable.

9. TRANSFER TO GENERAL RESERVES:

Details with regard to the amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

10. SHARE CAPITAL:

a) Status of Shares
The equity shares of the Company were listed on the Stock Exchanges on February 27, 2026 and the Companys shares are compulsorily tradable in electronic form. As on March 31, 2026 and as on the date of this report, the entire (i.e. 100%) paid-up share capital of the Company is in dematerialized form.

b) Authorized Share Capital
The Authorized Share Capital of the Company is ?4,400 Lakhs divided into 8,80,00,000 equity shares of ?5/- each. During the year under review, there was no change in the Authorized Share Capital of the Company.

c) Paid-up Share Capital
During the year under review, the Company issued and allotted 1,13,92,500 Equity Shares of ?5/- each pursuant to its IPO. The paid-up Equity Share Capital as at March 31, 2026 was ?3639.34 Lakhs divided into 7,27,86,884 Equity Shares of ?5/- each.

11. MEETINGS OF THE BOARD AND ITS COMMITTEES:

The Board met 12 (twelve) times during the year ended March 31, 2026. The number of meetings of the Board and various Committees of the Board including attendance, composition etc. are set out in the Corporate Governance Report which forms part of the Annual Report. The intervening gap between the meetings was within the time limit prescribed under the provisions of Section 173 of the Act and the Listing Regulations.

In accordance with the provisions of Schedule IV to the Act and applicable Regulations, separate meetings of the Independent Directors of the Company were held on February 13, 2026 and March 18, 2026 without the attendance of Non-Independent Directors and members of the Management.

As on the date of this report, the Board has the following Committees:

(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Risk Management Committee
(v) Corporate Social Responsibility Committee

The IPO Committee was constituted specifically for the purpose of the IPO. Pursuant to the listing of the equity shares of the Company on the Stock Exchanges, the IPO-related matters were concluded on February 27, 2026. Accordingly, the Board of Directors, at its meeting held on May 28, 2026, approved the dissolution of the IPO Committee with effect from May 28, 2026.

Details of the composition of the Committees, their terms of reference, attendance of Directors at meetings of the Committees and other requisite details as required under Listing Regulations are provided in the Corporate Governance Report which forms part of the Annual Report.

12. ANNUAL EVALUATION BY THE BOARD:

The Board, pursuant to the provisions of the Act and the Listing Regulations, has carried out an Annual Evaluation of its own performance, the performance of the Board Committees, and of the individual Directors (including the Independent Directors), on various parameters.

The criteria for evaluation of the performance of the Board, the Committees of the Board, and the individual Directors, including the Chairperson of the Board, was approved by the Nomination and Remuneration Committee ("NRC") of the Company. The Board decided to circulate a set of questionnaires for performance evaluation to the Directors, and on the basis of the responses to those questionnaires, the evaluation of the Board, the Committees of the Board, and of the individual Directors (including the Independent Directors) was carried out for FY 2025-26.

The performance evaluation of the Non-Independent Directors and the Chairperson of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

13. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act, read with rules made thereunder, M/s. S K G N & Associates LLP, Chartered Accountants (Firm Registration No. 023403N/N500052) have been appointed as the Statutory Auditors of the Company in the Tenth Annual General Meeting of the Company held on September 27, 2025 to hold office for a period of Five (5) years from FY 2025-26 till the conclusion of the Fifteenth Annual General Meeting to be held for FY 2029-30.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion. The Notes to the Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments.

14. SECRETARIAL AUDITOR:

M/s. Suresh Nainwal & Company, Practicing Company Secretaries (Firm Registration No. S2020DE764700, Peer Reviewed No.: 3349/2023) were appointed as Secretarial Auditor of the Company for FY 2025-26. The Secretarial Audit for FY ended March 31, 2026 is annexed at Annexure - IV to this Boards Report.

Further, in compliance with Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Gaudium International Private Limited, a material subsidiary of the Company for FY 2025-26 issued by M/s. Suresh Nainwal & Company, Practicing Company Secretaries (Firm Registration No. S2020DE764700, Peer Review No. 3349/2023) is enclosed as Annexure - IVA to this report.

The Secretarial Audit Reports does not contain any qualification, reservation, observation or adverse remarks.

15. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Annual Secretarial Compliance Report issued by M/s. Suresh Nainwal & Company, Practicing Company Secretaries (Firm Registration No. S2020DE764700, Peer Reviewed No.: 3349/2023) has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as Annexure - IVB to this Boards Report.

16. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act, read with rules made thereunder, the Board had appointed M/s. Ram Rattan & Associates, Chartered Accountants, as Internal Auditor of the Company.

Internal Audit Report was discussed with the management and was also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their report at the meeting of the Audit Committee.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/preventive actions were taken in consultation with the Audit Committee.

17. COST AUDIT:

The provisions related to the Cost Audit are not applicable to the Company.

18. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain the cost records as specified by the Central Government under the sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are not made and maintained.

19. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE ACT, OTHER THAN WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no fraud reported in the Company during the financial year ended March 31, 2026. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report under Section 143(12) of the Act, for the financial year ended March 31, 2026.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board has adopted a Vigil Mechanism/Whistle Blower Policy. The Vigil Mechanism/Whistle Blower Policy aims for conducting the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

A mechanism has been established for stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct and Ethics. The mechanism provides adequate safeguards against victimisation of stakeholders who avail themselves of the mechanism in good faith and, in appropriate or exceptional cases, provides direct access to the Chairperson of the Audit Committee.

Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Audit Committee. The policy is available on the Companys website at https://www.gaudiumivfcentre.com/assets/fort/imagess/pdf/corporate-policies/Vigil%20Mechanism.pdf.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. They 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 March 31, 2026 and of the profit of the Company for that period;

c. They 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;

d. They have prepared the Annual Accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. DECLARATION BY INDEPENDENT DIRECTORS U/S 149(6) OF THE ACT:

The Company has received declarations from Mr. Brajesh Singh Bhadauria (DIN: 07600072), Mr. Rajesh Chunilal Bhojani (DIN: 01804482), and Mr. Suresh Marpu (DIN: 09242135), Independent Directors of the Company, to the effect that they are meeting the criteria of independence as provided in Sub-Section (7) of Section 149 of the Act, including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulation 16(1)(b) of the Listing Regulations.

In compliance with Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors have passed the online proficiency self-assessment test conducted by IICA except those who have been exempted by the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

23. FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Regulation 25(7) of the Listing Regulations, the Company has been conducting familiarization programmes for Independent Directors. The familiarization programme comprises a combination of written communication, presentation made at various meetings and interactions with the management team to provide the directors an opportunity to familiarize with the Company, its management, operation, policies and practices.

Further, periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Updates on relevant statutory changes are provided to the Directors in the Board meetings. Upon appointment, the Independent Directors are issued a letter of appointment setting out in detail the terms of appointment including their roles, functions, responsibilities and their fiduciary duties as a Director of the Company.

Details regarding familiarization programs imparted to Independent Directors have been disclosed on the website at https://www.gaudiumivfcentre.com/assets/fort/images/pdf/Familiarisation%20Programme%20FY%202025-26.pdf

24. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) of the Board of Directors had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual.

The Board of Directors, on the recommendation of the NRC of the Company, has framed/adopted a Policy for Nomination and Appointment of Directors. The Board, on the recommendation of the Committee, appoints the Senior Management Personnel from time to time. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for remuneration to Executive Directors of the Company. The Remuneration Policy of the Company is available on the Companys website at https://www.gaudiumivfcentre.com/assets/fort/images/pdf/corporate-policies/Nomination%20and%20Remuneration%20Policy.pdf

25. RISK MANAGEMENT:

The Board has constituted the Risk Management Committee. The composition of the Risk Management Committee is given in the Corporate Governance Report, forming part of the Annual Report. Further, pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Company has formulated and adopted the Risk Management Policy inter-alia including the details/process about identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The aforesaid Risk Management Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This Risk Management Policy is applicable to all the functions, departments and geographical locations of the Company. The purpose of this policy is to define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks. Aligned to this, purpose is also to identify potential events that may affect the Company and manage the risk within the risk appetite and provide reasonable assurance regarding the achievement of the Companys objectives.

The Risk Management Policy is available on the website of the Company at https://www.gaudiumivfcentre.com/assets/fort/images/pdf/corporate-policies/Risk%20Management%20Policy.pdf

26. INTERNAL FINANCIAL CONTROLS:

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes the design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in Note No. 7 and 8 to the standalone financial statements which form part of the Annual Report.

28. INSIDER TRADING CODE:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at: https://www.gaudiumivfcentre.com/assets/fort/images/pdf/corporate-policies/Insider%20Trading%20Code.pdf

During the year under review, there has been due compliance with the said code.

29. DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O):

The provisions relating to Directors and Officers Liability Insurance (D&O Insurance) are not applicable to the Company. Accordingly, the Company has not obtained a Directors and Officers Liability Insurance Policy for its Directors, including Independent Directors.

30. CEO & CFO CERTIFICATE:

As required under Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a Certificate duly signed by Dr. Manika Khanna, Chairperson & Managing Director and Mr. Rakesh Kumar Sharma, Chief Financial Officer of the Company was placed before the Board of Directors along with the Annual Financial Statements for the year ended March 31, 2026, at its meeting held on May 28, 2026. The said Certificate is annexed to this Boards Report as Annexure-VI.

31. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https://www.gaudiumivfcentre.com/assets/fort/images/pdf/corporate-policies/Policy%20Related%20Party%20Transaction.pdf

All related party transactions entered into during FY 2025-26 were on an arms-length basis and in the ordinary course of business. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms-length basis. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act, entered by the Company during the financial year ended March 31, 2026 in prescribed Form AOC-2 is annexed to this Boards Report as Annexure - II.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has established a new IVF Centre/Hub at South Extension, New Delhi, with effect from July 16, 2026, marking the first milestone in its planned expansion to 19 new centres/hubs across India, funded out of the IPO capital expenditure allocation.

Except as stated above, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

1) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:
The Company is engaged in providing healthcare and IVF-related services. Being a hospital and IVF centre, the Company continuously monitors electricity usage to reduce misuse or wastage of electricity at its clinical and administrative premises. The Company ensures that lights, fans, air-conditioners, medical equipment and other electrical appliances are switched off or set to energy-saving mode when not in use. The staff and medical personnel are regularly reminded to follow energy-conscious practices in day-to-day operations. The Company proposes to continue and strengthen such measures in the coming year as well.

(ii) Steps taken by the Company for utilizing alternate sources of energy: NIL

(iii) Capital investment on energy conservation equipment: NIL

2) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption:
The Company has not acquired or absorbed any new imported technology. However, the Company continues to utilize the latest available medical equipment and clinical systems to improve patient outcomes and operational efficiency.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): NIL
a. The details of technology imported - NA
b. The year of import - NA
c. Whether the technology been fully absorbed - NA; and
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NA

iv. The expenditure incurred on Research and Development: NIL

3) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Foreign Exchange earnings of the Company were NIL and Foreign Exchange outgo was ?333.84 Lakhs.

34. BOARD AND KEY MANAGERIAL PERSONNEL:

The Companys Board consists of 6 (six) Board Members comprising 1 (one) Managing Director, 1 (one) Whole-time Director, 1 (one) Non-executive Director and 3 (three) Independent Directors. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Vishad Khanna (DIN: 10729610), Non-executive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his re-appointment.

There is no change in the composition of the Board of Directors and Key Managerial Personnels of the Company during the year under review.

As on the date of this report, the Company has the following Key Managerial Personnel as per section 2(51) and 203 of the Act:

Sr. No.	Name	Designation
1.	Dr. Manika Khanna	Chairperson & Managing Director
2.	Dr. Peeyush Khanna	Whole-time Director
3.	Mr. Rakesh Kumar Sharma	Chief Financial Officer
4.	Mr. Naveen Kumar	Company Secretary & Compliance Officer

35. PARTICULARS OF EMPLOYEES:

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - III to this Boards Report.

36. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY:

As on March 31, 2026, the Company has the following Subsidiary Company:

Name of Subsidiary	% of holding by Parent Company	Country of incorporation
Gaudium International Private Limited	100%	India

The Company had disinvested its entire shareholding in EKK Global Private Limited on August 05, 2025, pursuant to the strategic restructuring and realignment of the Groups operations. Accordingly, EKK Global Private Limited ceased to be a wholly owned subsidiary of the Company with effect from the said date.

The Company does not have any joint venture or associates companies.

Pursuant to the provisions of Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Subsidiaries in Form No. AOC-1 is attached as Annexure-I to this Boards Report. The statement also provides details of the performance and the financial position of the subsidiary.

Further, in compliance with Section 136 of the Act and the Listing Regulations, standalone and consolidated financial statements of the Company along with the financial statements of its subsidiaries, are available on the website of the Company at https://www.gaudiumivfcentre.com/investors/financial-performance

37. POLICY ON MATERIAL SUBSIDIARIES:

In terms of the Listing Regulations, the Company has formulated a Policy for Determining the Material Subsidiary and the same is available on the website of the Company at https://www.gaudiumivfcentre.com/assets/fort/imagess/pdf/corporate-policies/Material%20Subsidiary%20Policy.pdf

38. PUBLIC DEPOSITS:

During the year under review, the Company has neither invited nor accepted any deposits from the public pursuant to the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

39. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition, terms of reference of the CSR Committee and the salient features of the Corporate Social Responsibility Policy ("CSR Policy") is provided in the Corporate Governance Report, which forms part of the Annual Report. The CSR Policy of the Company is available on the website of the Company at https://www.gaudiumivfcentre.com/assets/fort/imagess/pdf/corporate-policies/CSR%20Policy.pdf

A report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Boards Report as Annexure - V.

40. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards Sexual Harassment of Women at Workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and Complying with the other applicable provisions of the Act.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, the Company constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment.

The details pertaining to complaints on matters pertaining to sexual harassment during the financial year 2025-26, are as below:

Sr. No. Particulars	Number
1. Number of complaints of sexual harassment received in the year	NIL
2. Number of complaints disposed off during the year; and	NIL
3. Number of complaints pending for more than ninety days	NIL

The policy for the Prevention of the Sexual Harassment at the Workplace is disclosed on website of the Company: https://www.gaudiumivfcentre.com/assets/fort/imagess/pdf/corporate-policies/Policy%20on%20Prevention%20of%20Sexual%20Harassment%20at%20Workplace.pdf

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The provisions relating to the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the Listing Regulations are not applicable to the Company for the financial year 2025-26.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is forming part of the Annual Report.

43. CORPORATE GOVERNANCE:

The Company is committed to adhere to best corporate governance practices. The separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

44. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG):

The Company is committed to upholding the highest standards of Environmental, Social and Governance (ESG) practices as an integral part of its long-term business strategy. It continues to strengthen its focus on responsible environmental stewardship, quality healthcare delivery, employee well-being, ethical business conduct, regulatory compliance, and sound corporate governance. Through a culture of accountability, transparency, and sustainability, the Company seeks to create enduring value for its stakeholders while contributing to inclusive and responsible growth.

45. DETAILS OF APPLICATION MADE AND ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there was no application made and any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

46. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions under the Maternity Benefit Act, 1961 during the year.

No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26.

47. HUMAN RESOURCE

The Company recognizes that its human resources are a key driver of its continued growth and success. As a healthcare and fertility services provider, the Company places significant emphasis on maintaining a skilled, competent and dedicated workforce across its IVF centres, clinical operations, corporate functions and support services.

The Company is committed to attracting, developing and retaining qualified professionals and providing employees with appropriate learning, training and development opportunities to enhance their knowledge, skills and capabilities. The Company continues to focus on employee engagement, professional development, operational efficiency and adherence to high standards of patient care and service quality.

During the year under review, the Company continued to maintain healthy and cordial relations with its employees. The Company remains committed to fostering a positive, inclusive and professional work environment and to strengthening its human resource capabilities in line with its business expansion and future growth plans.

48. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the year ended March 31, 2026, post filing with the Registrar of Companies, will be available on the Companys website at https://www.gaudiumivfcentre.com/investors. The Annual Return for the year ended March 31, 2025, is available on the said link.

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

There was no instance of one-time settlement with any Bank or Financial Institution during the financial year 2025-26.

50. SECRETARIAL STANDARDS:

During the financial year ended March 31, 2026, the Secretarial Standards as issued by the Institute of Company Secretaries of India, i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly complied with by the Company.

51. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the Companys operations in future.

For and on behalf of the Board of Directors Gaudium IVF and Women Health Limited (Formerly known as Gaudium IVF and Women Health Private Limited)

Sd/- Dr. Manika Khanna Chairperson & Managing Director DIN: 07090907 Address: B-2/39, Janakpuri New Delhi-110058

Place: New Delhi Date: August 13, 2026

Details of pending litigation, including tax matters, have been disclosed in Note No. 39 to the Standalone Financial Statements.

52. OTHER INFORMATION

During the year under review:

1. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise;
2. There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme;
3. No buyback of shares has been undertaken;
4. The Company has not issued equity shares under the scheme of employee stock options;
5. None of your Directors have received any remuneration or commission (except the sitting fees by the Independent Directors) from any subsidiary of the Company;
6. The equity shares of the Company have not been suspended from trading by SEBI or the Stock Exchanges;
7. There was no revision of financial statements and the Boards Report of the Company during the year under review.

53. ACKNOWLEDGEMENTS:

The Board of Directors places on record its sincere appreciation for the dedication and commitment of the Companys employees, doctors, and healthcare professionals, whose continued efforts have contributed significantly to the Companys growth and success during the year.

The Board also expresses its gratitude to the Companys patients, shareholders, bankers, financial institutions, vendors, business associates, regulatory authorities, the Central and State Governments, and all other stakeholders for their continued trust, support, and cooperation. The Company looks forward to strengthening these relationships in the years ahead.