Invicta Diagnostic Ltd Directors Report

Dear Members,

Invicta Diagnostic Limited

Your directors have pleasure in presenting the 3rd Annual Report together with the Audited Statement of Accounts of your Company for the financial Year ended March 31, 2026.

The Financial Year 2025-26 has been a significant year in the Companys growth journey, marked by the successful completion of its Initial Public Offering (“IPO”) and the listing of its Equity Shares on the EMERGE Platform of the National Stock Exchange of India Limited (NSE EMERGE) on December 08, 2025. The listing has strengthened the Companys financial position, enhanced its corporate profile and established a strong foundation for its future growth and expansion.

1. FINANCIAL SUMMARY:

The Companys financial performance for the financial year ended March 31, 2026 is summarised as below:

(Amount in Rs. in lakhs)

Particulars	Standalone	Consolidated	Standalone	Consolidated
	2025-26	2025-26	2024-25	2024-25
Revenue from Operations	2027.66	3235.36	1627.02	3009.52
Other Income	113.25	68.83	146.40	8.61
Total Income	2140.91	3304.19	1773.42	3018.14
Profit Before Tax	725.41	700.84	668.39	656.36
Less: Current Tax	145.69	161.36	145.92	138.57
Deferred Tax	26.91	52.16	(0.27)	24.85
Profit For the Year	552.81	487.32	522.74	492.95

• Standalone Performance

During the year under review, your Company generated total income of Rs. 2,140.91 Lakhs as against Rs. 1,773.42 Lakhs in the previous year. The Company earned Profit Before Tax of Rs. 725.41 Lakhs and Profit After Tax of Rs. 552.81 Lakhs during the year under review, as compared to Profit Before Tax of Rs. 668.39 Lakhs and Profit After Tax of Rs. 522.74 Lakhs, respectively, in the previous year.

• Consolidated Performance

During the year under review, your Company generated consolidated total income of Rs. 3,304.19 Lakhs as against Rs. 3018.14 Lakhs in the previous year. The Company earned Consolidated Profit Before Tax of Rs. 700.84 Lakhs and Consolidated Profit After Tax of Rs. 487.32 Lakhs during the year under review, as compared to Consolidated Profit Before Tax of Rs. 656.36 Lakhs and Consolidated Profit After Tax of Rs. 492.95 Lakhs, respectively, in the previous year.

2. STATE OF AFFAIRS / HIGHLIGHTS:

• The Company is engaged in the business of providing Medical and Diagnostic Services.

• There has been no change in the business or nature of business of the Company during the financial year ended March 31, 2026.

• We are a diagnostic chain in Mumbai Metropolitan Region (“MMR”) offering radiology and pathology solutions. We offer pathology and radiology testing services such as imaging (including radiology), pathology/clinical laboratory and teleradiology to customers under the brand name “PC Diagnostics”

• During the year under review, the Company commenced commercial operations at its Dadar centre on January 30, 2026. Subsequent to the end of the financial year, the Company further expanded its presence by commencing operations at two new diagnostic centres, one in Pune and another in Nashik, Maharashtra. With these additions, the Companys network has expanded to 10 diagnostic centres and 1 centralised laboratory, through which it provides pathology, radiology, imaging, clinical laboratory and teleradiology services. The expansion strengthens the Companys geographical presence and enables it to provide accessible and comprehensive diagnostic services to a wider customer base.

3. WEB LINK OF ANNUAL RETURN, IF ANY:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company at https://www.pcdiagnostics.in/investors-info/annual- returns

4. DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the relevant provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has an appropriate mix of Executive Directors, Non-Executive Directors, and Independent Directors. As on March 31, 2026, the Board of Directors of the Company comprised Five Directors, including the Whole-time Director, Non-Executive non-independent directors, and Independent Directors. The company also had one Manager. The Board is supported by Mr. Rohit Prakash Srivastava, Chief Financial Officer, and Ms. Soniya Mahajan, Company Secretary and Compliance Officer of the Company.

During the Financial Year ended March 31, 2026, there was change in the composition of the Board of Directors of the Company detailed below:

Sr. No	Name of Director	Designation	Appointment / Resignation	Date of Appointment / Cessation / Change in Designation
1.	Mr. Rohit Prakash Srivastava	Whole Time Director (Additional Director)	Appointment	25/03/2026

As on 31.03.2026 the details of Directors and KMPs are as below:

Sr. No	Name of Director	Designation
1.	Mr. Sanket Vinod Jain	Director
2.	Mr. Ketan Jayantilal Jain	Director
3.	Mr. Rohit Prakash Srivastava	Whole Time Director
4.	Mrs. Konica Rohit Srivastava	Manager
5.	Mr. Aayush Kamleshbhai Shah	Independent Director
6.	Mrs. Shilpa Ajay Bhatia	Independent Director
7.	Mr. Rohit Prakash Srivastava	CFO
8.	Mrs. Soniya Nilesh Mahajan	Company Secretary

• Director liable to retire by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Ketan Jain, (DIN-07819226) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offers himself for re-appointment. The Board recommends his re-appointment for the approval of the Members.

5. MEETINGS OF BOARD OF DIRECTORS:

Twenty-Two Board Meetings were held during the Financial Year ended March 31, 2026 i.e. 15.04.2025, 19.05.2025, 02.06.2025, 16.06.2025, 18.06.2025, 19.06.2025, 25.06.2025, 28.06.2025, 04.07.2025, 28.07.2025, 26.08.2025, 09.10.2025, 15.10.2025, 06.11.2025, 24.11.2025, 28.11.2025, 04.12.2025, 04.12.2025, 17.12.2025, 05.01.2026, 24.02.2026 and 25.03.2026. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings are as under:

Name of Directors	Number of Meetings held F.Y. 2025-26	Number of Meetings attended F.Y. 2025-26
Mr. Sanket Vinod Jain	22	22
Mr. Ketan Jayantilal Jain	22	22
Mr. Aayush Kamleshbhai Shah	22	22
Mrs. Shilpa Ajay Bhatia	22	22
Mr. Rohit Prakash Srivastava *	1	1

* Mr. Rohit Prakash Srivastava attended all 22 Board Meetings as CFO of the company.

6. BOARD COMMITTEES

A. Audit Committee

As on 31.03.2026 the Companys Audit Committee comprising of two independent directors and one director as follow:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Aayush Kamleshbhai Shah	Non-Executive Independent Director	Chairman
Mrs. Shilpa Ajay Bhatia	Non-Executive Independent Director	Member
Mr. Sanket Vinod Jain	Non-Executive Director	Member

During the year under review, 9 (Nine) meetings were held of Audit Committee on 19.05.2025, 02.06.2025, 25.06.2025,

09.10.2025, 15.10.2025, 06.11.2025, 18.11.2025, 24.02.2026 and 25.03.2026 and all the members were present for the meeting.

Board has accepted all the recommendation given by Audit Committee.

B. Nomination and Remuneration Committee

As on 31.03.2026 the Companys Nomination and Remuneration Committee comprising of two independent directors and one non-executive director as follow:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Aayush Kamleshbhai Shah	Non-Executive Independent Director	Chairman
Mrs. Shilpa Ajay Bhatia	Non-Executive Independent Director	Member
Mr. Sanket Vinod Jain	Non-Executive Director	Member

During the year under review, 1 (One) meeting was held of Nomination and Remuneration Committee on 25.03.2026 and all the members were present for the meeting.

C. Stakeholders Relationship Committee

As on 31.03.2026 the Companys Stakeholders Relationship Committee comprising of two independent directors and one non-executive director as follow:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Aayush Kamleshbhai Shah	Non-Executive Independent Director	Chairman
Mrs. Shilpa Ajay Bhatia	Non-Executive Independent Director	Member
Mr. Sanket Vinod Jain	Non-Executive Director	Member

During the year under review, 1 (One) meeting was held of Stakeholders Relationship Committee on 25.03.2026 and all the members were present for the meeting.

D. Corporate Social Responsibility (CSR) Committee

As on 31.03.2026 the Companys Corporate Social Responsibility (CSR) Committee comprising of two independent directors and one non-executive director as follow:

Name of the Directors	Nature of Directorship	Designation Committee in
Dr. Sanket Vinod Jain	Non-Executive Director	Chairman
Dr. Ketan Jayantilal Jain	Non-Executive Director	Member
Mr. Aayush Kamleshbhai Shah	Non-Executive Independent Director	Member

During the year under review, 1 (One) meeting was held of Corporate Social Responsibility (CSR) Committee on 24.02.2026 and all the members were present for the meeting.

E. Independent Directors Meeting

During the year under review, one meeting of Independent Directors was held on 24.02.2026 pursuant to Clause VII of Schedule IV of the Companies Act, 2013 which requires that the independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management. All the Independent Directors attended the meeting.

7. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

8. BOARDS COMMENT ON THE AUDITORS REPORT:

There are no qualifications or adverse comments in the Audit Report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

9. CHANGES IN CAPITAL

• Authorised Capital

During the year under review Company increased in Authorised Capital from Rs. 1200 Lakhs to Rs. 1500 Lakhs (Comprising of 1,50,00,000 Equity Shares of Rs. 10/- each) on June 24, 2025.

• Issued and Paid Capital

During the year under review company has issued and allotted:

a. 8,45,253 (Eight Lakh Forty-Five Thousand Two Hundred Fifty-Three) Equity Shares of Rs. 10/- (Rupees Ten Only) Each at Premium of Rs. 61/- (Rupees Sixty-One Only) of the company on preferential basis on June 18, 2025.

b. 33,08,800 (Thirty-Three Lakhs Eight Thousand Eight Hundred) fully paid-up equity shares of the face value of Rs. 10/- (Rupees Ten Only) each, at Premium of Rs. 75/- (Rupees Seventy-Five Only) per Equity Share under Initial Public Offer ("IPO") of the Company on December 04, 2025.

Consequent to the aforesaid allotments, the paid-up equity shares capital of the Company as on March 31, 2026 stood at Rs. 12,57,19,730 comprising 1,25,71,973 equity shares of ^10 each

10. INITIAL PUBLIC OFFER OF EQUITY SHARES AND LISTING

The Financial Year 2025-26 marked a defining milestone in the history of the Company with the successful completion of its Initial Public Offering (“IPO”) and the listing of its Equity Shares on the EMERGE Platform of the National Stock Exchange of India Limited (NSE EMERGE).

The Company had filed its Red Herring Prospectus on November 24, 2025 and received the Approval of Listing of Equity Shares from the National Stock Exchange of India Limited for listing its Equity Shares on the EMERGE Platform vide its approval letter dated December 05, 2025.

Pursuant to the Prospectus, the Company successfully completed its Initial Public Offering comprising a Fresh Issue of 33,08,800 Equity Shares of face value Rs. 10/- each at an Issue Price of Rs. 85/- per Equity Share aggregating to approximately 2812.48 Lakhs.

The IPO received an encouraging response from investors, reflecting confidence in the Companys business fundamentals, growth strategy and long-term prospects. The Board of Directors allotted the Equity Shares on December 04, 2025, and the Equity Shares were listed and admitted to dealings on the NSE EMERGE Platform with effect from December 08, 2025.

11. OTHER SHARES RELATED DISCLOSURES

• Issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Voting Rights during the Financial Year ended March 31, 2026.

• Issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the Financial Year ended March 31, 2026.

• Employee Stock Option Scheme (ESOP)

The Company has not granted any Employee Stock Options during the Financial Year ended March 31, 2026.

• Provision of Money for Purchase of Own Shares

The Company has not made any provision for purchase of its own shares by employees or by trustees for the benefit of employees during the Financial Year under review.

• Buy-back of Securities

The Company has not bought back any of its securities during the Financial Year ended March 31, 2026.

12. UTILIZATION OF IPO PROCEEDS

During the year, the Company raised funds through a public issue via Initial Public Offering (IPO) and was listed on the Stock Exchanges on December 08, 2025. The Company confirms that the proceeds raised through the Initial Public Offer (“IPO”) are being utilised in accordance with the objects stated in the Red Herring Prospectus dated November 24, 2025.

Pending utilisation, the unutilised IPO proceeds have been temporarily invested in fixed deposits/ current accounts in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there has been no deviation or variation in the utilisation of the proceeds raised through the Initial Public Offer during the Financial Year ended March 31, 2026

Original Object	Original Allocation	Funds Utilized	Amount Unutilized
Funding capital expenditure for purchase of medical equipment towards establishment of five new diagnostic centres in Maharashtra	2111.33	227.79	1883.54
General Corporate purposes	407.46	238.00	169.46
Issue related Expenses	293.69	278.59	15.10
Total	2812.48	744.38	2068.10

Subsequent to the end of the financial year, the Company altered the objects of the IPO proceeds pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on April 17, 2026 as below:

Sr. No.	Original Object	Total Amount Raised (Rs. in Lakhs)	Amount Reallocated	Details of Variation / Deviation	Amount reallocated for Object NO. 3 (Rs. in Lakhs)	Revised Timeline for Utilization
1	Funding capital expenditure for purchase of medical equipment towards establishment of five new diagnostic centres in Maharashtra	2,111.33	1351.33*	Instead of establishing five diagnostic centres as originally proposed, the Company proposes to commence atleast five diagnostic centres in Maharashtra directly or through subsidiary entities including Diagnostic Centre at Object No. 3. Further, there is change in brands and modalities of machinery proposed to be installed. Details of New Object, variation and deviation is given in explanatory statement	760.00 (to be utilised for New Object No. 3)	Up to March 2027
2	General Corporate Purposes	407.46	422.56**	Amount of Rs. 15.10 lakhs remained after payment of Issue related Expenses is reallocated towards expenses for General Corporate Purpose.	NIL	Up to March 2027
3	New Object: Nashik Centre - Acquisition of up to 95% stake in Vinchurkar Diagnostics Private Limited (VDPL)		760.00	New Object proposed to be funded out of revised unutilized amount from Object No. 1		Up to March 2027
	Total	2518.79	2533.89

Note

* Rs. 1351.33 Lakh includes amount of Rs. 227.79 Lakhs till date utilised for purchase of machinery.

** Includes General Corporate Purpose expenses paid till date of Rs. 238 Lakhs

13. MATERIAL CHANGES AND COMMITMENTS:

The following material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report and their impact on financial position of the company is not determinable.

• Acquisition of Vinchurkar Diagnostics Private Limited: Company acquired 51% equity shares of Vinchurkar Diagnostics Private Limited making it subsidiary of the company in May 2026.

• Alteration in Objects of IPO Proceeds: Subsequent to the end of the financial year, the Company altered the objects of the IPO proceeds pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on April 17, 2026.

• Expansion of Diagnostic Network: Subsequent to the financial year-end, the Company commenced operations at two new diagnostic centres, one at Nashik and one at Pune, thereby expanding its operational network.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arms length basis and in ordinary course of business. The details are enclosed in Form AOC-2 and is annexed herewith as Annexure - I.

16. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and on General Meeting issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made investments in LLPs and partnership firm and details of the same has given in Notes 13 of Standalone Financial Statements. The Company has not given loan, provided guarantees, or provided securities during the financial year under review.

Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013.

18. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the financial year under review.

19. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and companys expansion plans, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

20. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 of the Companies Act, 2013, there is no unclaimed dividend and therefore no amount was transferred to Investor Education and Protection Fund.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy

•Steps taken or impact on conservation of energy: Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

•Steps taken by company for utilizing alternate sources of energy: NIL •Capital investment on energy conservation equipments: NIL

B. Technology absorption-

(i) the efforts made towards technology absorption; The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

(ii) the benefits derived: Improved productivity and time saving.

(iii) No technology has been imported

(iv) the expenditure incurred on Research and Development: Nil

C. Foreign Exchange earnings and Outgo

Earnings	NIL
Outgo	NIL

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

23. RISK MANAGEMENT POLICY

The Company has established a comprehensive Risk Management framework for identifying, assessing, monitoring and mitigating various risks associated with its business and operations. The framework is designed to enable the Company to proactively identify potential risks, assess their likelihood and impact, and implement appropriate measures to minimise and mitigate such risks.

The major risks identified by the Company include business and market risks, operational risks, regulatory and statutory compliance risks, financial and credit risks, technology and cybersecurity risks, data privacy risks, human resource risks, risks relating to medical and diagnostic services, equipment and infrastructure risks, quality and patient safety risks, competition risks and other risks arising from changes in the healthcare and diagnostic industry.

The Company periodically reviews and monitors these risks and has implemented appropriate internal controls, policies and procedures to mitigate their potential impact. The management is responsible for identifying and assessing material risks and taking suitable corrective and preventive measures, which are reviewed periodically by the appropriate authorities of the Company.

The Board of Directors has constituted appropriate mechanisms for monitoring the effectiveness of the risk management framework. The Company continues to strengthen its risk management practices in line with the changing business environment and regulatory requirements.

During the financial year under review, no risk has been identified which, in the opinion of the Board, may threaten the existence of the Company.

24. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2026, there was NIL complaints recorded pertaining to sexual harassment.

Particulars	Number
Sexual harassment complaints received during the year	NIL
Complaints disposed of during the year	NIL
Complaints pending as at year-end	NIL
Cases pending for more than 90 days	NIL

Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee. The Policy is available on the weblink https://www.pcdiagnostics.in/investors-info/corporate-policies

25. COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable law.

As on March 31, 2026 the gender wise bifurcation of employees is as below:

• Male: 63

• Female: 68

• Transgender: 0

26. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

• SUBSIDIARY COMPANIES / LLP

Your Company has the following Nine (9) subsidiaries (LLP and Partnership Firm) (including step down subsidiaries) as on March 31, 2026.

1. PCD Diagnostics LLP

2. Primacare Healthcare LLP

3. Invicta Medical LLP

4. Pratham MRI & CT Scan Centre

5. Primacare Diagnostic LLP

6. Porteus Medical LLP

7. Invicta Diagnostic Lifecare LLP

8. Invicta Diagnostic Healthplus LLP

9. Shegaon Diagnostic LLP

Out of the above, following entities became subsidiary in FY 2025-26

1. Primacare Diagnostic LLP

2. Porteus Medical LLP

3. Invicta Diagnostic Lifecare LLP

4. Invicta Diagnostic Healthplus LLP

5. Shegaon Diagnostic LLP

There was no material change in the nature of the business carried on by the subsidiaries during the year under review.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary Companies is prepared in Form AOC-1 and is annexed herewith as Annexure - II.

• JOINT VENTURE OR ASSOCIATE COMPANIES / LLP

Your Company has 1 (One) Associate Company or Joint Venture as on March 31, 2026 i.e. MSCRIBEIT Infotech LLP.

None of the Companies have ceased to become subsidiary, associate and joint ventures during the year under review.

The Company has placed separately, the audited accounts of its subsidiaries on its website at https://www.pcdiagnostics.in/investors-info/subsidiary-financials in compliance with the provisions of Section 136 of the Companies Act, 2013. Audited financial statements of the Companys subsidiaries will be provided to the Members, on request. The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www.pcdiagnostics.in/investors-info/corporate-policies

27. Performance of Subsidiaries, Associate and Joint Venture

Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, the highlights of performance and financial position of the subsidiaries, associate and joint venture of the Company and their contribution to the overall performance of the Company are annexed herewith in Form AOC-1 as Annexure - II.

28. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to its financial statements. Such internal financial controls were reviewed and tested during the financial year and were found to be operating effectively. No material weakness in the design or operation of such controls was observed during the year under review.

29. AUDITOR:

Company at its Annual General Meeting held on July 12, 2024 appointed M/s Kanak Rathod and Company having their office at Flat No. 203, New Swapnalok CHS Ltd, Natakwala Lane, Borivali West, Mumbai 400092 and bearing Firm Registration No. 104700W to hold office until the conclusion of the 6th Annual General Meeting of the company to be held in the Year 2029-30. It is peer reviewed Audit Firm (Peer Review Certificate No. 024301).

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Shrenik Nagaonkar & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the 5 Financial years i.e. FY 2025-26 to FY 2029-30. It is peer reviewed Secretarial Firm (Peer Review Certificate No. 3305/2023).

The Secretarial Audit Report submitted by Shrenik Nagaonkar & Associates for FY 2025-26, do not contain any observation or qualification and therefore do not call for any further explanation or comments from the Board. Copy of reports in Form MR-3 is annexed as Annexure- III.

31. INTERNAL AUDITORS & INTERNAL AUDIT

The Company has appointed CA Akash Somaram Prajapati, Proprietor of M/s Akash Prajapati & Company having Membership No. 614785 as Internal Auditors of the Company under Section 138 of the Companies Act, 2013 to conduct an internal audit of functions and activities of the Company for the FY 2025-26. The audit was conducted based on the verification of documents, evidence and required discussion with the respective personnel. The internal audit report was also presented before the Audit Committee of the Company.

32. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2026, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Kanak Rathod and Company. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date.

c) 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 Directors have prepared the annual accounts on a going concern basis.

e) The company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. DEPOSITS:

The company has not accepted any deposits during the financial year under review.

34. CORPORATE SOCIAL RESPONSIBILITY:

During the previous year i.e. 2024-25 the net profit of the company exceeded Rs. 500 Lakhs hence provisions related to Corporate Social Responsibility were applicable to the Company during the financial year 2025-26.

Your Company is fully committed to and aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act. The Companys vision is to pursue a corporate strategy that enables shareholder value enhancement and societal value creation in a mutually reinforcing and synergetic manner.

The Corporate Social Responsibility Policy of the Company is available on the weblink: https://www.pcdiagnostics.in/investors-info/corporate-policies The disclosure relating to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure- IV.

35. COST RECORD AND AUDIT:

The provision of Cost audit and its record as per section 148 doesnt applicable on the Company.

36. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

37. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

The Company affirms undenied access to the Audit Committee. To ensure proper functioning of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the same.

38. DETAILS UNDER RULE 5(1) AND 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The disclosures relating to the remuneration of Directors, Key Managerial Personnel and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Boards Report as Annexure-V.

Further, the statement containing particulars of employees as prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed to this Boards Report as part of Annexure-V. During the Financial Year ended March 31, 2026, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report, covering, inter alia, the industry structure and developments, business overview, opportunities and outlook, risks and concerns, internal control systems, financial performance, key financial ratios, human resources and other matters, forms an integral part of this Annual Report as Annexure- VI. The Management Discussion and Analysis Report provide a comprehensive review of the Companys operational and financial performance during the Financial Year 2025-26 together with the managements perspective on future business opportunities and challenges.

40. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the Equity Shares of the Company are listed on the NSE EMERGE Platform.

Accordingly, the Company is not required to furnish a separate Corporate Governance Report for the Financial Year ended March 31, 2026. Nevertheless, the Company remains committed to maintaining the highest standards of corporate governance, transparency, ethical business practices and regulatory compliance. The Board of Directors believes that good corporate governance is fundamental to enhancing long term shareholder value and safeguarding the interests of all stakeholders.

41. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

42. COMPANYS POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND DETERMINING QUALIFICATIONS ETC.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy, duly recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

The salient features of the Nomination and Remuneration Policy are as follows:

1. Appointment of Directors, KMP and Senior Management: The Nomination and Remuneration Committee identifies and recommends persons who possess appropriate integrity, qualifications, expertise, experience, knowledge and skills for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

2. Qualifications, positive attributes and independence: The Policy lays down criteria for determining the qualifications, expertise, experience, positive attributes and independence of Directors, with due consideration to the requirements of the Companies Act, 2013 and applicable SEBI Regulations.

3. Performance Evaluation: The Policy provides for evaluation of the performance of the Board, its committees and individual Directors, including Independent Directors, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations.

4. Remuneration Policy: The remuneration framework is designed to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and other personnel of the requisite quality. The relationship between remuneration and performance is intended to be clear and aligned with appropriate performance benchmarks.

5. Balance between fixed and incentive pay: The remuneration of Directors, KMP and Senior Management is structured to maintain an appropriate balance between fixed and incentive-based remuneration, having regard to short-term and long-term performance objectives of the Company.

6. Board Diversity: The Policy provides for maintaining an appropriate mix of Directors having diverse qualifications, knowledge, skills, expertise, professional background and experience relevant to the Companys business and operations.

7. Remuneration of Executive Directors: The remuneration payable to the Managing Director/Whole-time Directors is governed by the applicable provisions of the Companies Act, 2013, rules made thereunder and the approvals obtained from the shareholders, wherever applicable.

8. Remuneration of Non-Executive/Independent Directors: Non-Executive and Independent Directors may be paid sitting fees and such other remuneration as may be permissible under the Companies Act, 2013 and applicable regulations, subject to the prescribed limits and requisite approvals.

9. Remuneration of KMP and other employees: The remuneration of KMP and other employees comprises fixed and incentive components, as applicable, and is determined having regard to their role, responsibilities, performance and the applicable statutory requirements.

The Companys Nomination and Remuneration Policy are available on the website of the Company at https://www.pcdiagnostics.in/investors-info/corporate-policies

The latest amendment in Nomination and Remuneration Policy was made on June 19, 2025

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the Banks or Financial Institutions.

45. REGISTRAR AND SHARE TRANSFER AGENT

Company has appointed Bigshare Services Private Limited, Office No S6-2, Pinnacle Business Park, 6th, Mahakali Caves Rd, next to Ahura Centre, Shanti Nagar, Andheri East, Mumbai, Maharashtra 400093 as the Registrar & Transfer Agent (RTA) of the Company.

46. DISCLOSURE RELATING TO POLICIES

a. Appointment of Independent Directors

The Company has adopted a Nomination Policy to identify persons who are qualified to become Independent Directors on the Board of the Company and recommend their appointment who have the capacity and ability to lead the Company towards achieving sustainable development. The Nomination Policy of the Company is available on the weblink https://www.pcdiagnostics.in/investors-info/corporate-policies

b. Code of Conduct for Board and Senior Management Personnel

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel, which lays down the principles of ethical business conduct, integrity, transparency, accountability and compliance with applicable laws and regulations. The Code serves as a guiding framework for maintaining the highest standards of professional and ethical behaviour in the conduct of the Companys affairs.

All Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the Financial Year ended March 31, 2026. The Code of Conduct is available on the Companys website at https://www.pcdiagnostics.in/investors-info/corporate-policies

c. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Whistle Blower Policy and Vigil Mechanism. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. No person has been denied access to the Chairman of the Audit Committee. The said policy is available on the weblink: https://www.pcdiagnostics.in/investors-info/corporate-policies

d. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The policy is available on the weblink https://www.pcdiagnostics.in/investors-info/corporate-policies

e. Dividend Distribution Policy

In terms of Regulation 43A of LODR Regulations, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders. The Policy is available on the weblink https://www.pcdiagnostics.in/investors-info/corporate-policies

47. ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

FOR INVICTA DIAGNOSTIC LIMITED
Sanket Vinod Jain	Ketan Jayantilal Jain
Managing Director	Director
DIN: 08299039	DIN: 07819226
Date:25.08.2026
Place: Mumbai