Nectar Lifescience Ltd Directors Report

Dear members,

Your directors take pleasure in presenting the 31 st Annual Report together with the audited financial statements of Nectar Lifesciences Limited ( NLL or Neclife or Nectar or the Company ) for the Financial Year ( FY ) ended March 31, 2026.

Financial results and state of affairs

INR in Million

	31-Mar-26	31-Mar-25
		(Restated)
Gross Sales (Including GST)	0.00	0.00
Other Income	92.91	18.78
Profit (Loss) before interest and depreciation & exceptional items	(514.02)	16.90
Interest	361.25	0.00
Depreciation & Amortization	3.43	6.18
Profit (Loss) before exceptional items & tax from continuing operations	(878.70)	10.72
Exceptional items (Net of Tax)	-	-
Profit (Loss) before tax from continuing operations	(8,78.70)	10.72
Tax expenses of continuing operations	(305.29)	3.75
Profit (Loss) after tax from continuing operations	(573.41)	6.97
Discontinued Operations
Profit (loss) before tax from discontinued operations	(5376.55)	(16,26.06)
Exceptional items (Gain on slump sale)	1633.73	-
Tax expenses of discontinued operations	(13,87.38)	(4,82.28)
Profit (Loss) for the period from discontinued operations	(23,55.44)	(11,43.78)
Profit (loss) after tax	(2928.85)	(1136.81)
Other Comprehensive income	0.79	5.40
Profit (Loss) after tax available for Appropriations	(29,28.06)	(11,31.41)

The Company s revenue during FY 2025-26 stood at Nil. The Company reported a loss before tax of INR 878.70 million in FY 2025-26 compared to profit before tax of INR 10.72 million in FY 2024-25.

The detailed discussion on Company s various operations, state of Company s affairs, nature of business and changes therein are set out in Management Discussion and Analysis Report ( MDA ). The MDA of financial condition and result of operations of the Company for the year under review as required under Securities and Exchange Board of India ( SEBI ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( LODR Regulations ), is given as Annexure 1 and forms and part of this report. Any disclosure not given in this report and its annexures but disclosed in Annexure 1, shall be deemed to be reported in this report and vice versa . As the Company is not in the top 1000 companies list based on the Market Capitalisation from March 31, 2022, to December 31, 2025, the Business Responsibility and Sustainability Report ( BRSR ) is not applicable to the Company.

Slump sale of Pharma Business

Pursuant to the Business Transfer Agreement ( BTA ) dated July 7, 2025, the Company transferred its Active Pharmaceutical Ingredients business located at Unit 1 and Unit 2, Derabassi, Punjab, and its Formulation business located at Unit 6, Baddi, Himachal Pradesh (collectively referred to as the Pharma Businesses ) to Ceph Lifesciences Private Limited ( Ceph ) on a going concern basis through a slump sale completed on November 10, 2025. The transaction was undertaken for an aggregate consideration of INR 12,700.00 Million, which, after adjustments for working capital in accordance with the BTA, was finalized at a consolidated consideration of INR 12,539.86 Million. A resultant profit of INR 1,633.73 Million arising from the sale of the Pharma Businesses has been recognised under Exceptional Items.

Sale of Menthol Assets

Pursuant to the Asset Purchase Agreement ( APA ) dated July 7, 2025, the Company transferred the assets relating to its menthol business ( Menthol Assets ) to Ceph on November 10, 2025, for a consideration of INR 200.00 Million, and received the entire consideration.

Slump sale of Capsule Business

The Company has entered into a Business Transfer Agreement ( Capsule BTA ) dated December 20, 2025, with Capnest Health Care Private Limited ( Capnest ) for the slump sale of its Empty Hard Gelatin Capsule business located at Village Bhatoli Kalan, Pargana Dharmpur, Tehsil Baddi, District Solan, Himachal Pradesh ( Capsule Business ), on a going concern basis, for a consideration of INR 199.00 Million, including transfer of related receivables and payables/creditors, subject to working capital adjustments specified in the Capsule BTA and approval under Section 118 of the Himachal Pradesh Tenancy and Land Reforms Act, 1972. The transaction shall be completed in accordance with the terms set out in the Capsule BTA.

Other Assets

The Company is also evaluating the monetization of the following assets with the objective of optimizing non-core assets and further strengthening its liquidity position: i. Jammu Unit: Fixed assets pertaining to the Company s Jammu unit, which has remained inoperative. Necessary steps in relation to the proposed transaction have been initiated and the matter is presently under active consideration. ii. Land near Garhshankar, Punjab: Vacant land situated near Garhshankar, Punjab. A portion of the said land has already been sold subsequent to the financial year end, indicating progress in the Company s planned disposal strategy. Change in the Nature of Business During the financial year 2025-26, the Company amended the Object Clause of its Memorandum of Association pursuant to the approval of the members obtained through a postal ballot on February 28, 2026, to expand its objects to include real estate activities in addition to its existing business. In furtherance of this strategic expansion, the Company acquired 100% of the equity share capital of Avensis Exports Private Limited ( AEPL ) with effect from March 6, 2026, pursuant to which AEPL became a wholly owned subsidiary ( WOS ) of the Company.

The Board is currently evaluating various opportunities and projects to pursue the Company s newly adopted objects and expand its presence in the real estate business.

The financial results of the Company for the quarter ended on June 30, 2026, are available on the website of the Company (URL: https://www.neclife.com/about-1).

Indian Accounting Standards ( Ind AS ) and Secretarial Standards The Company has adopted Ind AS prescribed under section 133 of the Companies Act, 2013 ( Act ), read with the relevant rules issued there under and accordingly, standalone and consolidated audited financial statements have been prepared in accordance with the recognition and measurement principles laid down in Ind AS and the other accounting principles generally accepted in India.

The Company is in compliance of Secretarial Standards as issued by Institute of Company Secretaries of India ( ICSI ).

Corporate Governance

The Company aimed to conduct its affairs in an ethical manner. A separate Report on Corporate Governance is given as Annexure 2 and forms part of this report. A certificate from the Company s Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under LODR Regulations is given in Annexure 3. Any disclosure not given in this report and its annexures but disclosed in Annexure 2, shall be deemed to be reported in this report and vice versa .

Share capital

The authorised share capital of the Company remained unchanged during FY 2025-26 at INR 350.00 million, comprising 350 million equity shares of INR 1.00 each.

The Company completed a buy-back of 3,00,00,000 fully paid-up equity shares of INR 1 each at a price of INR 27.00 per share, aggregating INR 810.00 Million, through the tender offer route in accordance with the provisions of the Act and the SEBI (Buy-back of Securities) Regulations, 2018. The buyback was open from December 31, 2025, to January 6, 2026. The consideration was paid on January 13, 2026, and the bought-back shares were extinguished on January 20, 2026. The buy-back premium of INR 780.00 Million adjusted against the Securities Premium Account and INR 30.00 Million transferred to the Capital Redemption Reserve in accordance with Section 69 of the Act. Consequent to the completion of the buy-back, the paid-up equity share capital of the Company was reduced by INR 30.00 million and stood at INR 194.26 million as of March 31, 2026.

Other than as stated above, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the FY. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

Subsidiary Company

The Company has WOS namely NECLIFE PT, UNIPESSOAL LDA ( NECLIFE PT ), incorporated in Portugal. There is negligible investment in NECLIFE PT, and no business activity has been carried out therein in FY 2025-26 and till date in FY 2026-27.

As disclosed above, the investment of INR. 24,96,000/- (Indian rupees twenty- four lakh ninety- six thousand only) has been made to acquire AEPL. No business activity has been carried out in AEPL in FY 2025-26 and till date in FY 2026-27. The Company has also infused INR 980.00 Million in AEPL in FY 2025-26 as a inter corporate loan. Therefore, nothing is to report on the performance and financial position of NECLIFE PT and AEPL. The contribution of WOSs in the performance of the Company was/ is negligible.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate financial statements in respect of the WOSs shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting ( AGM ). Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited/ unaudited financial statements in respect of the WOSs are also available on the website of your Company at URL: https://www.neclife.com/about-3-4 .

The WOSs are not material as per Policy for determining Material Subsidiaries of the Company and LODR Regulations. The Company does not have any associate company or joint venture company, therefore, nothing to report thereon.

Consolidated financial Statements

As required under Section 129 of the Act and LODR Regulations, consolidated financial statements for the year ended on March 31, 2026, of the Company are attached.

Dividend, Reserves and Dividend Distribution Policy

Considering the financial position of the Company, your directors have decided not to recommend a Dividend for the year ended March 31, 2026. The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review. The Dividend Distribution Policy is placed on the website of the Company at https://www.neclife.com/_files/ugd/6aa048_08a096eaff2643ee8944920c02642ea8.pdf and Company is in compliance of the same.

The members may please refer to notes of Notice of AGM for information on shares/ dividend transferred / proposed to be transferred to IEPF Authority.

Directors and Key Managerial Persons

Mr. Puneet Sud resigned from the position of Wholetime Director ( WTD ) with effect from May 31, 2025.

Based on the recommendation of the Nomination and Remuneration Committee ( NRC ), the Board of Directors, at its meeting held on May 30, 2025, appointed Dr. Surulichamy Senthilkumar (DIN: 11124083) as an Additional Director with effect from June 1, 2025, and as WTD, designated as Director (R&D), for a term of three years commencing from June 1, 2025. The members approved his appointment as a director and as WTD Director (R&D) at the 2025-26/01 st Extraordinary General Meeting ( EGM ) held on August 4, 2025.

Ms. Meena Verma ceased to be a Nominee Director of the Company with effect from October 27, 2025, upon the Company discharging all its liabilities towards the Export and Import Bank of India ( EXIM ), pursuant to which EXIM withdrew her nomination.

Consequent to the slump sale of the Pharma Businesses, Dr. Surulichamy Senthilkumar and Mr. Amit Chadah resigned from the positions of Whole-time Director (R&D) and Chief Executive Officer, respectively, with effect from November 10, 2025.

Dr. Surulichamy Senthilkumar continues to serve on the Board as a Non-Executive, Non-Independent Director and does not draw any remuneration or sitting fees from the Company. He has resigned from directorship with effect from closing hours of August 06, 2026. Mr. Sanjiv Goyal (DIN- 00002841), Director will retire by rotation in the forthcoming AGM and being eligible, offer himself for reappointment. The Board recommends his re-appointment as a director.

Based on the recommendation of NRC, the Board of Directors have appointed Mr. Sushil Kapoor (DIN:00063525) as an Additional Director w.e.f. December 04, 2025, and WTD designated as Director (Finance) for a period of three years from that date. His appointment as Director and WTD [Director (Finance)] was approved by the members through postal ballot dated February 28, 2026.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors, at its meeting held on August 14, 2026, appointed Dr. Gunmala Suri (DIN- 11879344) as an Additional Director with effect from August 15, 2026, and as Non-Executive Non- Independent Director, from August 15, 2026 subject to approval of members at the forthcoming AGM of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that:

1. They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act, and under LODR Regulations;

2. They hold highest standards of integrity and possess requisite expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) required to fulfill their duties as Independent Directors;

3. They are in compliance of sub-rule (1), sub-rule (2) and sub-rule (4) of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014; and

4. They have complied with the Code of Conduct for Directors and senior management.

Your Directors do hereby confirm that in the opinion of the board the independent directors: a. fulfil the conditions specified in the Act and LODR Regulations; b. are independent of the management; and c. possess integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act).

As on the date of the end of FY, the Company has right proportion of Independent Directors viz a viz Non-Independent Directors as per applicable provisions of Section 149 of the Act, and LODR Regulations.

Mr. Sanjaymohan Singh Rawat was appointed as the Company Secretary and Compliance Officer with effect from April 1, 2025. Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company as on March 31, 2026, were as under: Mr. Sanjiv Goyal, Chairman & Managing Director Mr. Sushil Kapoor, WTD & Chief Financial Officer ( CFO ) Mr. Sanjaymohan Singh Rawat, Company Secretary Number of meetings of the board 09 (Nine) meetings of the board were held during the year. The details of Directors attendance and meetings held during FY 2025-26 are provided in Corporate Governance Report which forms and part of this report.

Directors responsibility statement The Directors confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; 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 at the end of the FY and of the profit & loss of the Company for that period; they 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; they have prepared the annual accounts on a going concern basis; they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Committees of the Board

The Company constituted the Committees as per the provisions of Sections 135, 177, 178 and other applicable provisions of the Act and LODR Regulations. The composition, powers and duties of the Committees, during FY 2025- 26, are detailed out in the Corporate Governance Report which forms part of this report. The Board of Directors accepted all recommendations of the Audit Committee. Policy on directors appointment and remuneration and other details The Company s policy on directors appointment and remuneration and other matters namely Nomination, Remuneration & Evaluation Policy as provided in Section 178(3) of the Act has been uploaded on the website of the Company at https://www.neclife.com/_files/ugd/6aa048_17d769b4f1064d5eadb8fb8d97a4520f.pdf. The salient features of the Policy are to provide a framework and set standards for the nomination, remuneration & evaluation of the Directors, Key Managerial Personnel and officials comprising the Senior Management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The criteria for Appointment of Directors/KMPs/Senior Officials are as under: For Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/a level below KMP are the basis for the NRC to select a candidate for appointment to the Board. When recommending a candidate for appointment, the NRC has regard to: Assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board; The extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company; The skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole; The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee s ability to exercise independent judgment; The criteria for deciding the Remuneration of Directors, Key Managerial Personnel and Senior Management are as under: The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials; and

The Directors, Key Management Personnel and other senior official s salary shall be based & determined on the individual person s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any and other relevant factors including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

There could be following component of Remuneration: a) Base Compensation (fixed salaries): Must be competitive and reflective of the individual s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; b) Variable salary: The NRC may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board.

There is no change in the policy during FY 2025-26. Board evaluation

Pursuant to the provisions of the Act and LODR Regulations, the evaluation of the Board involves multiple levels:

1. Board as a whole;

2. Committees of the Board;

3. Individual Directors and Chairperson, Independent Directors, Non-independent directors, etc.

The performance of the Board and committees was evaluated by the NRC and the Board after seeking inputs from all the directors/ committee members on the basis of the criteria such as the Board/ committee composition and structure, effectiveness of board processes, information and functioning, etc.

The following information is provided in agenda papers for evaluation of: A. Board

1. Frequency of meetings

2. Attendance by Board members

3. Duration and conduct of meetings

4. Agenda and documentation

5. Board Structure

6. Functions of the Board

7. Communications and Interaction B. Committees

1. Size of the Committee is appropriate for the complexity & operations of the organization.

2. Effectiveness of the Committee in performing its role and discharging its responsibilities (as mandated under the Act and the LODR Regulations).

3. The Committee oversees the terms of references assigned to it/ its statutory obligations/ role defined.

4. The Committee review / approves matters of its terms of reference.

5. Agenda of the Committees are being circulated at a reasonable time in advance

6. Draft and Signed Minutes of the Committees circulated to the members of the Committee.

7. Minutes of meeting(s) of the Committee are placed before the Board regularly.

8. The Committee effectively performs support functions to the Board in fulfilling its responsibilities.

9. Overall functioning of the Committee.

C. Independent Directors, Chairman & Managing Director and Wholetime Director:

1. Consistently and actively participated in the board and committee meetings.

2. Prepared adequately for the board/ committee meetings.

3. Contributed to strategy and other areas impacting Company performance.

4. Brought their experience and credibility to bear on the critical areas of performance of the Company.

5. Kept updated knowledge of their area of expertise.

6. Communicated in open and constructive manner.

7. Gave fair chance to other members to contribute, participates actively in the discussions and were consensus oriented.

8. Helped to create positive image of the Company and helped the Company wherever possible.

9. Actively contributed toward positive growth of the Company.

10. Conducted themselves in a manner that was ethical and consistent with the laws of the land.

11. Attitude

12. Application to the job

The NRC and the Board have reviewed the performance of the individual directors on the basis of the 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. In addition, the Chairman was also evaluated on the key aspects of his role. The performance evaluation forms of each of director get filled from all directors based on Knowledge, Skills, Attitude, Application to the job, Communication, Human Behavior & Teamwork and Overall Performance.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated on the basis of parameters as provided above.

Internal financial control systems and their adequacy

The Company has adequate financial controls. The details in respect of internal financial control and their adequacy are included in the MDA, which forms part of this report.

Auditors

M/s Deepak Jindal & Co, Chartered Accountants (Firm Registration No. 023023N) have been appointed as the Statutory Auditors of the Company in the 27 th AGM held on September 21, 2022, for a period of five years commencing from the conclusion of the 27 th AGM till the conclusion of the 32 nd AGM to be held in the year 2027. Auditors Report The Report given by the M/s Deepak Jindal & Co, on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

Secretarial Auditor and Secretarial Audit Report

Mr. Prince Chadha of P. Chadha & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor of the Company at the 30th AGM held on September 29, 2025, for a period of five years commencing from the conclusion of the 30 th AGM till the conclusion of the 35 th AGM to be held in 2030, to conduct the Secretarial Audit of the Company for FY 2025-26 to FY 2029-30 as per the provisions of the Act and LODR Regulations.

Accordingly, the Secretarial Audit report for FY 2025-26 Mr. Prince Chadha of P. Chadha & Associates, is appended as Annexure 4 to this Report. There were no qualifications, reservations or adverse remarks in the Secretarial Audit Report. The observations made therein are self-explanatory and, therefore, do not call for any further explanation.

The Company has also obtained the Annual Secretarial Compliance Report for FY 2025-26 from the Secretarial Auditor, covering all applicable compliances under SEBI Regulations and circulars/ guidelines issued thereunder. The said Report has been submitted to the stock exchanges within the prescribed timeline and is also available on the website of the Company at www.neclife.com. Cost Records and Audit The Company was required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act and accordingly such accounts and records were made and maintained. The Cost Auditor has submitted the Cost Audit Report for FY 2024- 25 on August 14, 2025, which has been filed on August 23, 2025, within the prescribed time.

The Cost Auditor will forward the Cost Audit Report for FY 2025-26 by September 26, 2026. The report will be filed with the Ministry of Corporate Affairs within 30 days of the date of Cost Audit Report. The Company has transferred its Pharma Businesses pursuant to the BTA. Consequently, the Company is not undertaking any production/manufacturing activities from FY 2026-27 onwards. Accordingly, the provisions relating to maintenance of cost records and appointment of Cost Auditor under Section 148 of the Act read with the applicable Companies (Cost Records and Audit) Rules are not applicable to the Company for FY 2026-27 and subsequent financial years, unless the Company undertakes any manufacturing or production activities in future. In such an event, the applicability of the said provisions shall be evaluated and necessary actions for appointment of Cost Auditor, as required under applicable laws, shall be undertaken.

Report by Auditors under Section 143(12) of the Act

None of the Auditors have reported any fraud under sub-section (12) of section 143 of the Act to the Audit Committee or the Board. Risk management The development and implementation of risk management policy has been covered in the MDA, which forms part of this report. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Particulars of loans, guarantees and investments

The Company has given loan as per Section 186 of the Act, however, the amount receivable from subsidiaries, if any, and the investments under section 186 of the Act are given in the Financial Statements forming part of the Annual Report.

Transactions with related parties

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 5 in Form AOC- 2 and the same forms part of this report. Further details about these transactions are provided in Report on Corporate Governance and Financial Statements forming part of the Annual Report.

Corporate social responsibility

The information as required under Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 ( CSR Rules ), the brief outline of the Corporate Social Responsibility ( CSR ) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 6 of this report in the format prescribed in the CSR Rules. The CSR policy is available on the website of the Company.

Annual Return and Extract of annual return

As provided under Section 92(3) of the Act, the Annual Return (MGT-7) is also available on the website of the Company at https://2eb6d9c0-25af-48bf-99b5-9964acb35927.filesusr.com/ugd/6aa048_104220e9d336482db3280f1842d16789.pdf Employees The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 7. In terms of proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. This information is also available on the website of the Company (URL: www.neclife.com).

Deposits from Public

The Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Act and extant Rules framed thereunder during the financial year 2025-26 and, as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of this report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company s operations in future Considering the slump sale of Business, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company s operations in future. However, some material orders passed are disclosed in the disclosures part of Corporate Governance Report of the Company. The 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 along with the reasons thereof.

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions during the financial year under review. Therefore, it is not applicable.

Disclosure requirements

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: https://www.neclife.com/about-3-11).

Policy for determining material subsidiaries of the Company is available on the website of the Company (https://www.neclife.com/_files/ugd/6aa048_4d7e3d59872e4416a7a93371bc898f7c.pdf). Policy on dealing with related party transactions is available on the website of the Company (URL: https://2eb6d9c0-25af-48bf-99b5-9964acb35927.filesusr.com/ugd/6aa048_358a4053ee9840b9b4f0a759235a9d2d.pdf. The Whistle Blower Policy to provide Vigil Mechanism for employees including directors is available on the website of the Company (URL: https://www.neclife.com/_files/ugd/6aa048_cafe48f72d7144a5928e793ccdbe532d.pdf). Committee and Policy against Sexual Harassment of women at Workplace The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ).

The Company has made the Policy for Prevention of Sexual Harassment ( POSH Policy ) under POSH Act for all individuals working for the Company at all levels and grades, including senior executives, officers, employees (whether permanent, fixed term or temporary), consultants, contractors, trainees, staff, casual workers, interns. As per policy any aggrieved woman employee who feels and is being sexually harassed directly or indirectly may make a complaint of the alleged incident to any member of the Committee constituted for this purpose.

Disclosures in relation to the POSH Act: a. number of complaints pending as on April 01, 2025- NIL b. number of complaints filed during the FY 2025-26- NIL c. number of complaints disposed of during the FY 2025-26- N.A. d. number of complaints pending as on March 31, 2026- N.A. e. number of cases pending for more than ninety days- N.A.

Compliance of the Maternity Benefit Act 1961/ Code on Social Security, 2020 The Company is fully compliance with the provisions relating to the Maternity Benefit Act 1961/ the Code on Social Security, 2020. Insolvency and Bankruptcy Code, 2016 There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during FY 26.

Energy, technology and foreign exchange

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 8 to this Report. Acknowledgement Your directors would like to express their sincere and grateful appreciation for the assistance and cooperation received from bankers and government authorities and also thank the shareholders for the confidence reposed by them in the Company and looking forward to their valuable support in the future plans of the Company. Your directors also thank its agents, the medical professionals and its customers for their continued patronage to the Company s products.

For and on behalf of the Board of Directors
of Nectar Lifesciences Limited

(Sanjiv Goyal)
Chairman & Managing Director
DIN: 00002841

Place: Sao Paulo, Brazil
Date: August 14, 2026