KMC Speciality Hospitals India Ltd Directors Report

To

The Members,

Your Directors have pleasure in presenting the Directors Report of the Company togetherwith the Audited Statement of Accounts(Standalone and Consolidated) for the year ended 31stMarch, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The performance during the year ended 31stMarch, 2026 has been as under: . ^ ^

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	1095.99	1222.83	6292.32	3696.37
Other Income (Including Exceptional Items)	0.83	9.39	1.80	9.39
Total Expenses	1212.63	1213.12	6002.05	3414.20
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(115.79)	19.10	292.07	291.57
Less: Depreciation/ Amortisation/ Impairment	0.21	0.56	97.37	61.27
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(116.00)	18.54	194.70	230.30
Less: Finance Costs	0.03	0.02	150.57	98.70
Profit /loss before Exceptional items and Tax Expense	(116.03)	18.52	44.13	131.60
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	(116.03)	18.52	44.13	131.60
Less: Tax Expense (Current & Deferred)	0.02	4.52	16.01	32.22
Profit / (Loss) for the year (1)	(116.05)	14.00	28.12	99.38
Other Comprehensive Income	-	-	-	-
Total Income after tax	(116.05)	14.00	28.12	99.38
Balance of profit /loss for earlier years	10.24	20.24	65.23	28.02
Add: Security Premium	597.19	-	942.03	-
Less: Transfer to Reserves	-	-	-	-
Less: Minority Interest	-	-	154.43	38.17
Less: Dividend paid on Equity	-	12.00	-	12.00
Shares 23-24 & 24-25		12.00		12.00
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	491.38	10.24	880.95	65.23
Earning per Equity Share Basic (in Rs.)	(0.65)	0.12	0.16	0.83
Diluted (in Rs.)	(0.65)	0.12	0.16	0.83

2. REVIEW OF OPERATIONS

On Standalone basis, the total revenue of the Company for the financial year 2025-26 was Rs. 1095.99 Lakhs as against Rs. 1222.83 Lakhs for the previous financial year. The Company recorded a net loss of Rs. (116.05) Lakhs for the financial year 2025-26 as against the net profit after tax of Rs. 14.00 lakhs for the previous year.

On consolidated basis, the total revenue of the Company for the financial year 2025-26 was Rs. 6292.32 Lakhs as against Rs. 3696.38 Lakhs for the previous financial year. The Company recorded a net profit after tax of Rs. 28.12Lakhs for the financial year 2025-26 as against the net profit after tax of Rs. 99.38lakhs for the previous year.

3. DIVIDEND

During the year under the review, the Board has not recommended or paid any dividend for the year 2025-26, in the absence of profits for the said year.

4. BUSINESS UPDATE AND STATE OF COMPANY S AFFAIRS

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES

During the year under the review, the Company has allotted 59,71,920 equity shares to the shareholders of M/s Craftsmart Products Private Limited at an issue price of Rs. 20/- per share (including a premium of Rs. 10/- per share) as against the acquisition of 74,64,900 equity shares from the said shareholders.

In this process, the Company accounted the Rs. 597.19 Lakhs towards share premium shown in Note No.11 to Liabilities of Statement of Standalone Financial Position as at 31st March 2026 (Previous year- Nil).The Closing balance of reserves, including current year losses, of the Company as at March 31st 2026 is Rs.491.38 Lakhs (previous year Rs.10.25 lakhs).

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and upto the date of Boards Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

Therewere no material changes and commitments affecting financial position of the Company between 31st March 2026 and the date of Boards Report. (i.e.,13.08.2026)

8. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY

During the year under review, following are the changes in share capital of the Company:

The Board in its meeting held on 20.06.2025 and the shareholders at their meeting held on 21.07.2025 has approved to increase the Authorised Share Capital from Rs. 12,00,00,000/- to Rs. 19,00,00,000/-.

As at 31.03.2026, the Authorized Share Capital of your Company stands at Rs. 19,00,00,000/- (Rupees Nineteen Crores only) divided into 1,90,00,000 (One Crore Ninety Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each

The Board in its meeting held on 06.11.2025 has allotted 59,71,920 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 20/- per share (including a premium of Rs. 10/- per share) to the shareholders of M/s Craftsmart Products Private Limited on preferential basis for consideration other than cash for acquisition of 74,64,900 Equity Shares of Rs.10/- each, in addition to the 14,00,000 existing equity shares of the said Company, which is constituting 100.00% stake in the paid-up equity capital of Craftsmart Products Private Limited. Pursuant to which the paid-up capital of Bandaram Pharma Packtech Limited has increased from Rs. 12,00,00,000/- to Rs. 17,97,19,200/-

As on 31.03.2026 paid-up Capital of your Company stands at Rs. 17,97,19,200/- (Rupees Seventeen Crores Ninety-Seven Lakhs Nineteen Thousand Two Hundred only) divided into 1,79,71,920 (One Crore Seventy-Nine Lakhs Seventy-One Thousand Nine Hundred and Twenty only) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under the review, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF), as there are no pending payments towards un-claimed dividends payable more than seven years.

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( IEPF Rules ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ( IEPF ), constituted by the Central Government.

The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid for FY 2017-18 under sub-section (5) of section 124 of the Companies Act, 2013.

The details of dividend remain unclaimed by the shareholders as at 31.03.2026, are given below:

For the Financial Year	Date of Declaration of Dividend	Last date for claiming dividend	Unclaimed amount asat 31.03.2026	Due date for transfer to Investor Education and Protection Fund (IEPF)
2022-23	30.09.2023	29.10.2023	4,757	29.10.2030
2023-24	27.09.2024	26.10.2024	5,653	26.10.2031
2024-25	29.09.2025	28.10.2025	4,995	28.09.2032

Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend before the last date as mentioned above for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013.

The Shareholders whose dividend is not yet claimed, are requested to write to the Company/ RTA at the earliest for claiming the same.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has Seven Directors, out of which four are IndependentDirectors including one women Director, one Executive Director and two Non-Executive Directors.

During the year under review and subsequent to 31.03.2026 till the date of this report, following are the changesoccurred in the Board of Directors of your Company:

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

- Mr. Venkata Subramanya Rajaram Chittuluru (DIN: 07662607) has resigned as an Independent Director of the Company w.e.f. 30.05.2025.

- Mr. Prateek Vijayvargiya (DIN: 11131906) has resigned as an Independent Director of the Company w.e.f. 20.06.2025.

- Appointment of Mr. Eswar Reddy Putturu (DIN: 11510880) as an Independent Director of the Company w.e.f. 30.01.2026.

- Resignation of Ms. Priyanka Agarwal (DIN: 10315690) as an Independent Director of the Company w.e.f.30.01.2026.

- Resignation of Mr. NSK Aakarsh Raj (DIN: 09530950) as a Director and Whole-time Director of the Company w.e.f. 05.06.2026.

The Board places on record its sincere appreciation for the services rendered by the above directors.

13. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has devised, inter alia, the following policies viz.:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company.

The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Companys operations. The Policy is available on the Companys website and can be accessed at PolicyonBoardEvaluation.pdf.

The Companys remuneration policy is directed towards rewarding performance, based on review of achievements. The Policy is available on the Companys website and can be accessed at Microsoft Word - Nomination & Remuneration Policy.

There has been no change in the above two policies, during the year under review.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all its Independent directors to the effect that that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

All the Independent Directors of your Company, has successfully passed/exempted from requirement of passing the Online Proficiency Self-Assessment Test conducted by the Indian Institute of Corporate Affairs in terms of the applicable provisions of the Companies Act 2013 and the relevant rules made thereunder, considering their extensive experience and expertise.

15. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

16. BOARD MEETINGS:

The Board of Directors duly met ten (10) times on 13.05.2025, 30.05.2025, 20.06.2025, 05.08.2025, 14.08.2025, 05.09.2025, 06.11.2025, 13.11.2025, 30.01.2026 and 13.02.2026 and in respect of these meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

17. COMMITTEES:

The Company being a listed Company has validly constituted various applicable and mandatory committees namely i.e. Audit Committee, Nomination Remuneration and Committee and Stakeholder RelationshipCommittee.

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of

Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the Companies Act, 2013.The details of the said committee are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of

the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013. The details of the said committee are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the

Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013. The details of the said committee are included in the Corporate Governance report, which forms part of this report.

18. BOARD EVALUATION:

Nomination and Remuneration Committee 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 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 structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Nomination and Remuneration Committee after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued on January 5, 2017 by the Securities and Exchange Board of India.

In a separate meeting of independent directors conducted on 13.02.2026for evaluating theperformance of non-independent directors, the board as a whole and the Chairman of the Company, took into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

19. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-1to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure-2.

During the year, NONE of the employees (excluding Executive Director)is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, as per the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is mentioned in Annexure- 1 attached to this report.

21. DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(c) That 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;

(d) That the Directors have prepared the annual accounts on a going concern basis;

(e) That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

23. DETAILSIN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

24. CEO/ CFO CERTIFICATION:

The Certificate issued by the Managing Director and Chief Financial Officeron the financial statements underRegulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-26isattached as an Annexure-12 in this Report.

25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

For the FY 2025-26, M/s.VSR Paper and PackagingLimited, asubsidiary of the Company,hasachieved a turnover of Rs. 5313.08Lakhs (Previous year Rs. 3537.21Lakhs)with net profitbefore tax of Rs. 205.98Lakhs (Previous year 113.08Lakhs).

For the FY 2025-26, M/s. Craftsmart Products Private Limited, a wholly owned subsidiary of the Company, has achieved a turnoverof Rs. 136.40Lakhs (Previous year Rs. 110.76Lakhs) but incurred net loss of Rs. (45.82)Lakhs (Previous year (56.18)Lakhs).

As per the provisions of Section 129 of the Companies Act, 2013 read with 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 attached as Annexure -3 and forms part of this report.

26. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, the Board, at its meeting held on 06.11.2025, allotted 59,71,920 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 20/- per share (including a premium of Rs. 10/- per share) to the Promoters and Non-Promoters on a preferential basis, for consideration other than cash, towards consideration for the acquisition of 74,64,900 Equity Shares of face value of Rs. 10/- each, constituting approximately 84.21% of the paid-up equity share capital of M/s. Craftsmart Products Private Limited.

Post the aforesaid transaction, M/s. Bandaram Pharma Packtech Limited holds 100% of the equity share capital of M/s. Craftsmart Products Private Limited, and consequently, M/s. Craftsmart Products Private Limited became a wholly owned subsidiary of the Company with effect from 06.11.2025.

Apart from this, no company is ceased has become Joint Venture or Associate and no company has ceased as subsidiary, Joint Venture or Associate during the said period.

27. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS), form part of this Annual Report.

28. DETAILS RELATING TO DEPOSITS

The Company has not accepted any public deposits within the meaning of Sec. 73 of the Companies Act, 2013, during the Financial Year ended March 31,2026 and as such, no amount of principal and/or interest on public deposits were outstanding as on the date of the balance sheet.

29. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the Financial Year ended March 31,2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has been regularly filing Form DPT-3 with the Registrar of Companies (ROC).

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has given a corporate guarantee to its subsidiary, M/s. VSR Paper and Packaging Limited to the tune of Rs. 1,601.00 lakhs (Previous Year Rs.1017.00 lakhs), in respect of the credit facilities availed by the above said subsidiary company from Axis Bank Limited, MWBC Hyderabad Branch.

The same has been disclosed in Sl. No. Q to Notes on Accounts No.36 to the Standalone Financial Statements and Notes on Accounts No. 42 to the Consolidated Financial Statements, respectively.

During the year under review, your company has invested Rs. 1194.83 lakhs (previous year Rs.140.00 lakhs)by acquiring 74,64,900 nos.(Previous Year 14,00,000 nos.) equity shares of Rs. 10.00,- each @ Rs. 16.00 per share from the shareholders of M/s Craftsmart Products Private Limited for consideration other than cash by issuing 59,71,920 nos. equity shares from the paid-up capital of your company.

Apart from this, the Company has not given any loans, Guarantees or made any investments during the year under review.

31. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Companys website at https://www.bandaram.com/Investors/Policies/RelatedPartyTransactionspolicy.pdf. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large except the following:

- The Company has entered into material related party transactions through its shareholders approval dated

21.07.2025 by extending Corporate Guarantee of Rs. 25.00 crores to its subsidiary, M/s. VSR Paper and Packaging limited for the tenure of April 1,2025 to March 31,2028 and by extending Corporate Guarantee of Rs. 5.00 crores to its wholly owned subsidiary, M/s. Craftsmart Products Private Limited for the tenure of April 1,2025 to March 31,2028.

- The Company was holding 14,00,000 (15.79% approx.) Equity Shares in M/s. Craftsmart Products Private limited, as at 1st April, 2025. Later, the Company has entered into material related party transactions through its shareholders approval dated 21.07.2025 for acquisition of 74,64,900 Equity Shares of Rs.10/- each, @ Rs. 16/- for each such share, constituting 84.21% (approx.) stake in the paid-up equity capital of M/s. Craftsmart Products Private Limited. After the process of acquisition M/s. Craftsmart Products Private Limited has become Wholly Owned Subsidiary Company of Bandaram Pharma Packtech Limited.

- The Company has entered into material related party transactions through its shareholders approval dated

21.07.2025 by entering into sale/purchase transaction of Rs. 20.00 crores with its subsidiary, M/s. VSR Paper and Packaging limited for the tenure of April 1, 2025 to March 31, 2026 and by entering into sale/purchase transaction of Rs. 15.00 crores with its wholly owned subsidiary, M/s. Craftsmart Products Private Limited for the tenure of April 1,2025 to March 31,2026.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure - 4 which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to notes to the financial statements which sets out related party disclosures pursuant to IND AS-24.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Nil (Previous year Nil)

Foreign Exchange Outgo: Nil (Previous year Nil)

33. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1,000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial year 2024-25, the section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company need notadopt any Corporate Social Responsibility Policy, during the year under review.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company at www.bandaram.com.

35. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

37. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. M.M. Reddy & Co., Chartered Accountants, were appointed as statutory auditors of the Company w.e.f., 10.03.2022 upto the conclusion of Annual General Meeting to be held for the Financial Year 2025-26. Therefore, the 1st (first) term of the statutory auditors will come to an end in the ensuing Annual General Meeting.

The Audit Committee and Board in their meeting held on 13.08.2026 proposed to reappoint M/s. M.M. Reddy & Co., Chartered Accountants, as Statutory Auditors to hold office for the second term of 3 (three) consecutive years from the conclusion of ensuing Annual General Meeting till the Annual General Meeting of the Company for the financial year 2028-29 and the same is placed before the shareholders for their approval.

M/s.MMReddy &Co., Chartered Accountants, have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

The Company has received audit reports for the Financial Year ended March 31, 2026 from the statutory auditors of the Company.

The Auditors Report for the standalone financial statements for thefinancial year 2025-2026, does not contain any qualification, reservation or adverse remark.

The Auditors Report for the consolidated financial statements for the financial year 2025-2026, contains modified opinionwith respect to below mentioned qualification and the managements reply for the same is also given below:

Qualification

Management Reply

The VSR Paper and Packaging Limited has adjusted and set off Rs.1240.80 lakhs trade receivable balances against trade payable balances during the year without providing sufficient supporting evidence demonstrating the legal right of set-off, mutual agreement between the parties, or the appropriateness of such adjustments in accordance with the applicable requirements of Indian Accounting Standards.

M/s. VSR Paper and Packaging Limited, Hyderabad is one of the subsidiary companies of the Bandaram Pharma Packtech Limited. It engages in the business of printing of note books, text books and other paper-stationery items, and packaging material for varied customers. Purchases and sales are executed on separate dates at independent market rates to leverage distributor volumes and manage retail stock requirements. Reciprocal trade balances occur on account of both purchase and sale transactions of different raw materials, finished products and other items to and from the same party. These balances are contractually netted off, to optimize logistical and administrative costs, and the remaining residual balances are collected within the statutory limits prescribed under Section 269ST of the Income Tax Act. During the year under review, an amount of Rs. 1240.80 lakhs representing the real sales transactions executed with various parties at arms length prices backed by physical delivery of goods sold on credit to the various parties in the market were adjusted against the dues payable to those parties under the group Sundry Creditors on different dates as per the statements signed by the both customers and creditors, regarding the purchase transactions done between them, submitted by the Market Executives of the subsidiary company, in the books of account of the said company from time to time. Where each transaction was not exceeded Rs. 2,00,000/-, Furthermore, the cross-party journal entries represent genuine assignments of trade debt executed to accelerate settlement cycles. Management maintains that these transactions reflect real assets moved in the ordinary course of business, and they result in nil impact on the net profit, cash generation, or tax liabilities of the group.

38. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Manoj Parakh & Associates, Practicing Company Secretaries (CP No.8957) as the Secretarial Auditor of the Company for a term of 5 years from FY 2025-26 to FY 2029-30, for conducting the Secretarial Audit.

The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company Secretaries (CP No. 8957) for the financial year ended March 31,2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure-5 and forms integral part of this Report.

The Secretarial Audit Reports of the Material Subsidiaries of the Company namely M/s. VSR Paper and Packaging Limited and M/s. Craftsmart Products Private Limited are annexed to the Annual Report as Annexure- 6 and Annexure-7 respectively.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

39. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Secretarial Compliance Report dated May 26, 2026, given by M/s. Manoj Parakh & Associates, Practicing Company Secretary, submitted or shall be submitted to Stock Exchange(s) within 60 days of the end of the financial year.

40. INTERNAL AUDITORS:

The Internal Auditor conducts the internal audit of the Company at regular intervals and submits reports to the management. The Internal Audit function evaluates the adequacy and effectiveness of the Companys internal controls, risk management systems and processes.

The observations and recommendations arising from the internal audit are reviewed by the management and appropriate corrective measures are taken wherever considered necessary. The Board of Directors is satisfied with the adequacy and effectiveness of the Companys internal financial controls and internal audit systems.

There were no material adverse observations reported by the Internal Auditor during the year under review requiring disclosure in this Report.

41. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs from time to time.

42. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as at March 31,2026.

43. ANNUAL RETURN

As required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return in MGT-7 for the financial year ended 31st March, 2026 is uploaded on website of the Company www.bandaram.com.

44. DISCLOSURE ABOUT COST AUDIT:

The provisions relating to maintenance of cost records and audit of cost records under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company for the financial year 2025-26. Accordingly, the requirement for maintenance of cost records and appointment of a Cost Auditor does not arise.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure-8 for information of the Members.

46. FAMILIARISATION PROGRAMMES:

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

47. INSURANCE:

The company doesnt have any intellectual or non-intellectual properties (except computers) as at 31st March, 2026. Hence, the need for coverage of insurance doesnt arise.

48. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure-9 for information of the Members. A requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance, is attached to the Report on Corporate Governance.

49. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which, in the Judgment of the Board, may affect the independence of the Directors.

50. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.bandaram.com).

51. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received:	Nil
- No. of complaints disposed off:	Nil
- No. of cases pending for more than ninety days:	Nil

52. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

54. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the company has filed an application with Honble NCLT, Bangalore Bench for directing the ROC Bangalore to give waiver for filing the statutory returns/documents during the period 2018 to 2021 which was originally exempted in the original NCLT order dated 07-02-2022, and to proceed further for granting the necessary approvals to the Company.

55. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, the Company didnt take any loan or advance in the nature of loan, from any bank or financial institutions. Hence, furnishing of details regarding difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions, does not arise.

56. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our websitewww.bandaram.com.

57. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

i. Issue of sweat equity share: NA

ii. Issue of shares with differential rights: NA

iii. Issue of shares (including sweat equity shares) to employees of the Company: NA.

iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

v. Buy back shares: NA

vi. Disclosure about revision: NA

vii. Preferential Allotment of Shares: During the year under review, the Company in its Extra-Ordinary General Meeting held on 21.07.2025, has issued 59,71,920 equity shares on preferential basis to the shareholder of M/s. Craftsmart Products Private Limited for consideration other than cash on swap basis.

Pursuant to EGM dated 21.07.2025 and BSE In-principle approval dated 29.10.2025, theBoard in its meeting held on 06.11.2025 has allotted 59,71,920 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 20/- per share (including a premium of Rs. 10/- per share) to the above said shareholders on preferential basis for consideration other than cash against acquisition of 74,64,900 Equity Shares of Rs.10/- each @ Rs. 16/- per share.

viii. Issue of equity shares with differential rights as to dividend, voting: NA

58. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, and also amendments and rules framed thereunder. All eligible women employees are provided with maternal benefits, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave as prescribed under the said Act, from time to time.

59. ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

For and on behalf of the Board
For Bandaram Pharma Packtech Limited

Date: 13.08.2026
Place: Bengaluru

Deepak Reddy Bandaram
Chairman and Managing Director
DIN:07074102

Bhandaram Sathyavathi
Director
(DIN: 07638353)