Novateor Research Laboratories Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the Standalone Audited Financial Statements, for the Financial Year ended on 31st March, 2026.

1. FINANCIAL RESULTS:

The Companys financial performance for the year ended on 31st March, 2025 is summarized below:

(In Lakhs)

PARTICULARS	STANDALONE - YEAR ENDED 31.03.2026	STANDALONE - YEAR ENDED 31.03.2025
I. Net Sales/Income from Operations	382.75	277.73
II. Other Income	48.88	47.58
III. Total Revenue (I+II)	431.62	325.31
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	11.35	11.32
V. Finance Cost	8.58	7.21
VI. Depreciation and Amortization Expense	18.52	16.09
VII. Profit Before Tax (IV-V-VI)	11.35	11.32
VIII. Tax Expense:
Less: Current Tax Expense	2.45	2.87
Less: Deferred Tax	1.50	0.27
Profit After Tax (VII-VIII)	10.12	8.18

2. COMPANYS PERFORMANCE:

STANDALONE FINANCIAL RESULTS:

The Total Income from Operations (net) of the Company for the year under review is Rs 382.75 Lakhs as compared to Rs 277.73 Lakhs in the previous year. Profit after tax stood at Rs 10.12 Lakhs as compared to Loss after tax of Rs 8.18 Lakhs in the previous year.

3. DIVIDEND:

For the Financial Year 2025-26, based on the Companys performance, the Board of Directors have not recommended any dividend.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amounts, declared as dividend in past years became due to be transferred to the IEPF.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount in Reserve and Surplus.

5. BUSINESS DESCRIPTION:

The Company is leading the development of novel personal care products that are intended to provide safe, easy and innovative approach to the existing traditional personal care solutions. At Novateor Research Facility, we develop products that could provide significant clinical as well as commercial advantage.

The Proposed new manufacturing facility to be located at Sanand Taluka, Ahmedabad District is well equipped with the state of the art building structure, machineries and technology. Through the semi-Automation of our manufacturing processes, we will be able to reduce reliance on manual labors and raw materials wastage.

Companys current Teeth Whitening products are sold under brand name SmileShine. It manufactures three different variants of Teeth Whitening Strips, Teeth Whitening Toothpaste and brush, Kids Toothpaste and tongue cleaner, Teeth Whitening Gel, Power Brush. Our products are first of a kind in India in teeth whitening industry with FDCA approval. Our Company intends to expand its business in cosmetics, various health care pharma products in the near future for which the company will shift its manufacturing operations to the new premises located at GIDC, Sanand.

Companys Customer base consists of well trained, highly skilled and experienced Dentists as well as Cosmetic Parlors. Dentists and other end users have found our products to be innovative, user friendly, safe, pocket friendly and very effective results vis-?-vis traditional teeth whitening products.

6. CHANGE IN NATURE OF BUSINESS:

During the year, your company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

7. THE REGISTERED OFFICE:

The registered office of the company is situated at 1026, Dev Atelier, Opp. Dev Aurum, Anandnagar Cross Road, 100 Feet Ring Road, Prahladnagar, Ahmedabad- 380015, Gujarat, India.

8. SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company are as follows:

AUTHORIZED CAPITAL:

The Authorised Capital of the Company is Rs 7,00,00,000 (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs 10/- (Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

The issued, subscribed and paid-up capital of the Company is Rs 6,05,21,700/- (Rupees Six Crore Five Lakhs Twenty One Thousand Seven Hundred Only) divided into 60,52,170 (Sixty Lakhs Fifty Two Thousand One Hundred and Seventy) Equity Shares of Rs 10/- (Rupees Ten Only) each.

During the year, the company has converted 12,18,000 (Twelve Lakhs Eighteen Thousand only) Equity warrants into Equity shares, Hence Paid up Equity Share Capital has increased from Rs 4,83,41,700/- (Rupees Four Crore Eighty Three Lakhs Forty One Thousand Seven Hundred Only) divided into 48,34,170 (Forty Eight Lakhs Thirty Four Thousand One Hundred and Seventy) Equity Shares of Rs 10/- (Rupees Ten Only) each to Rs 6,05,21,700/- (Rupees Six Crore Five Lakhs Twenty One Thousand Seven Hundred Only) divided into 60,52,170 (Sixty Lakhs Fifty Two Thousand One Hundred and Seventy) Equity Shares of Rs 10/- (Rupees Ten Only) each.

9. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed the Name.

10. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and up to the date of the report.

12. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company, during past 3 FYs, have not revised its financial statements, either voluntarily or due to order of any court or authority or tribunal.

13. CREDIT RATING

The Company has not taken any Credit Rating in respect of any securities during the period under review.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company as on March 31, 2026 comprised of Six (6) Directors out of which one (1) is Executive Director and One (1) is Non-Executive Non-Independent Director and Four (4) are Non-Executive Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.

Retirement by rotation and subsequent re-appointment: Mr. Jitin Jaysukh Doshi (DIN: 07325340), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment. Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company

A. CHANGES DURING THE FINANCIAL YEAR 2025-2026

During the financial year under review, the following changes occurred regarding the Directors and Key Managerial Personnel (KMP):

Name of Directors/KMP	DIN/PAN	Position	Date of appointment	Date of cessation	Applicability of rotation
Mr. Anil Tilakraj Arora	03469947	Additional Non- Executive Independent Director	3rd September, 2025		Not Applicable
Mr. Anil Tilakraj Arora	03469947	Non- Executive Independent Director	29th September, 2025		Not Applicable
Mr. Nitinkumar Shah	******46B	Company Secretary and Compliance officer		31st July, 2025	Not Applicable
Ms. Pooja Rathi	******34A	Company Secretary and Compliance officer		3rd November, 2025	Not Applicable

B. CONSTITUTION OF BOARD AS ON MARCH 31, 2026:

As on the date of this report, the Board comprises of following Directors;

Name of Director	Designation	Date of Original Appointment	Date of Appointment at current Term & designation	Total Director ship	No. of Committee? in which Director is Member	No. of Committee? in which Director is Chairperson	No. of Shares held as on 31st March, 2026
Mr. Navdeep Subhashbhai Mehta	Managing Director	1st April, 2011	3rd December, 2023	1	2	-	15,00,858 Equity Shares
Mr. Jitin Jaysukh Doshi	Non-Executive Director	01st September, 2022	30th September, 2022	2	-	-	4,86,000 Equity Shares
Mr. Bhavya Himanshu Doshi	Non-Executive Independent Director	26th August, 2023	30th September, 2023	1	2	1	Nil
Mr. Imran Zuber Khan	Additional Non- Executive Independent Director	29th August, 2024	28th September, 2024	1	3	1	Nil
Mr. Hiral Nischal Bane	Non-Executive Independent Director	29th August, 2024	28th September, 2024	6	2	1	NIL
Mr. Anil Tilakraj Arora (w.e.f. September 03, 2025)	Non-Executive Independent Director	3rd September, 2025	29th September, 2025	7	-	-	3000

? Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

? Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director / Managing Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as an Independent Director in more than 7 listed entities.

C. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

D. DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (‘the Act), the following are the KMPs of the Company:

Mr. Navdeep Subhashbhai Mehta is Managing Director and Chief Financial Officer

Nitinkumar Shah- Company Secretary and Compliance Officer*

Pooja Rathi- Company Secretary and Compliance Officer*

Mr. Nitinkumar Shah, Company Secretary and Compliance Officer was resigned w.e.f. July 31, 2025 and Ms. Pooja Rathi was appointed as a Company Secretary and Compliance Officer w.e.f. November 3, 2025.

E. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

15. DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

A. BOARD OF DIRECTORS

During the financial year 2025-26, 6 (Six) meetings of the Board of Directors were held and the details of meeting attended by the Directors are as follows:

Sr. No. Date of Meeting	Number of Directors Present
1. 30th May, 2025	5
2. 30th July, 2025	3
3. 3rd September, 2025	5
4. 3rd November, 2025	4
5. 14th November, 2025	6
6. 7th February, 2026	4

The details of meetings attended by the Directors and KMP are as follows:

Sr. No. Name of Director/KMP	No. of Meetings entitled to attend	No. of meetings attended
1. Mr. Navdeep Subhashbhai Mehta	6	6
2. Mr. Jitin Jaysukh Doshi	6	3
3. Mr. Bhavya Himanshu Doshi	6	4
4. Mr. Imran Zuber Khan	6	6
5. Mr. Hiral Nischal Bane	6	6
6. Mr. Anil Tilakraj Arora*	3	2
7. Mr. Nitinkumar Shah*	2	2
8. Ms. Pooja Rathi*	2	2

*During the year, Mr. Anil Tilakraj Arora was appointed w.e.f. September 03, 2025

*Mr. Nitinkumar Shah, Company Secretary and Compliance Officer was resigned w.e.f. July 31, 2025 and Ms. Pooja Rathi was appointed as a Company Secretary and Compliance Officer w.e.f. November 3, 2025.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are given hereunder:

B. AUDIT COMMITTEE:

During the year under review, the Audit Committee met 4 (Four) times during the Financial Year 2025-26, on May 30, 2025; September 3, 2025; November 14, 2025 and February 07, 2026.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2025-26
			Held	Eligible to attend	Attended
Mr. Bhavya Doshi	Non-Executive Independent Director	Chairperson	4	4	3
Mr. Imran Khan	Non-Executive Independent Director	Member	4	4	4
Mr. Navdeep Subhashbhai Mehta	Managing Director & CFO	Member	4	4	4

The Statutory Auditors and Chief Financial Officer of the Company are invited in the meeting of the Committee wherever requires. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://files.novateor.com/Uploads/7_Codes_Policies_and_Others/4_Whistle_Blower_or_Vigil_Mechanism_Policy.pdf

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.The detailed terms of reference of the Committee is as per Section 178 of the Companies Act, 2013.

During the year under review, Stakeholders Relationship Committee met 3 (Three) times viz on May 30, 2025; September 03, 2025 and February 07, 2026. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2025-26
			Held	Eligible to attend	Attended
Ms. Hiral Bane	Non-Executive Independent Director	Chairperson	3	3	3
Mr. Imran Khan	Non-Executive Independent Director	Member	3	3	3
Mr. Navdeep Subhashbhai Mehta	Managing Director & CFO	Member	3	3	3

During the year under review, the Company had not received any complaint from the Shareholder during F.Y. 2025-26.

D. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The detailed terms of reference of the Committee is as per Section 178 of the Companies Act, 2013.

During the year under review; Nomination and Remuneration Committee met 3 (Three) times viz on May 30, 2025; September 03, 2025 and February 07, 2026.The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2025-26
			Held	Eligible to attend	Attended
Mr. Imran Khan	Non-Executive Independent Director	Chairperson	3	1	1
Ms. Hiral Bane	Non-Executive Independent Director	Member	3	1	1
Mr. Bhavya Himanshu Doshi	Non-Executive Independent Director	Member	3	3	3

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company https://files.novateor.com/Uploads/7_Codes_Policies_and_Others/7_Nomination_and_Remuneration_Policy.pdf

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2025-26 to Directors of the Company is provided in Financial Statement.

16. EVALUATION OF BOARD

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors.

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

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on February 07, 2026.

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

Your Company has formulated and published the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://files.novateor.com/Uploads/7_Codes_Policies_and_Others/18_Criteria_of_making_payments_to_non_executive_directors.pdf

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31st March, 2026; the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have 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 Financial Year and of the profit or loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2026 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

19. LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from directors of the Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming part of Annual Report. Director, who has given unsecured loans to the Company, has furnished to the Company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.

21. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company had appointed Mr. Navdeep Mehta (DIN: 03441623), Managing Director as a Designated person in the Board meeting held on February 07, 2026 and the same will be reported in Annual Return of the company.

22. SUBSIDIARIES OF THE COMPANY:

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2024-25.

23. ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

24. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

25. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, is available on the Companys website and can be accessed at https://www.novateor.com/annual_report.php

26. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITOR

M/S H K Shah and Co (Firm Registration No. 109583W), Chartered Accountants, Ahmedabad as Statutory Auditor of the company from the conclusion of ensuing AGM i.e. 13th(Thirteenth) Annual General Meeting of the Company till the conclusion of the 18th (Eighteenth) Annual General Meeting of the company.

STATUTORY AUDITORS OBSERVATION IN AUDIT REPORT

The Auditors Report for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed Mr. Mehul Raval, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the Financial Year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2024-25 is annexed to this report as an Annexure - A.

C. INTERNAL AUDITOR AND HIS REPORT:

The Company has appointed M/s. N. C. Vasa & Co. (FRN: 125841W), Chartered Accountants, Ahmedabad, to conduct the internal audit of the Company for the Financial Year 2025-26, as required under Section 138 of the Companies Act, 2013 and Rules thereunder. Board of Directors taken note of recommendation of him and implement the same.

D. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

27. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

28. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

29. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

30. RELATED PARTIES TRANSACTIONS

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://files.novateor.com/Uploads/7_Codes_Policies_and_Others/10_Policy_on_Related_party_Transaction.pdf. All contracts or arrangements or transactions entered during the year with related parties were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangements or transaction with any of the related parties was in conflict with the interest of the Company. The details of the Related Party Transactions as required under IND AS - 24 are set out in Notes to the financial statements.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable for F.Y. 2025-26.

31. PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

34. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERIALITY BENEFIT ACT, 1961:

Company is in Compliance with provisions relating to the Materiality Benefit Act, 1961 during the Year under review i.e. FY 2025-26.

35. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Company has adopted a Code of Conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), to regulate, monitor and report trading by designated persons, and to lay down the procedures to be followed and disclosures to be made while dealing in the securities of the Company, in accordance with Regulation 8 of the PIT Regulations.

The Board of Directors has duly approved and adopted the "Code of Conduct for Prevention of Insider Trading and for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)" ("Code"), as amended from time to time.

The Code is applicable to all Directors, Key Managerial Personnel (KMPs), employees, designated persons, their immediate relatives, and other connected persons of the Company. The said Code is available on the Companys website at: https://files.novateor.com/Uploads/7_Codes_Policies_and_Others/5_Code_of_internal_procedures_and_conduct_for_prevention_of_UPSI.pdf

The trading window closure(s) are intimated in advance to all designated persons. During the closure period, Directors, KMPs, employees, designated persons, their immediate relatives, and other connected persons are not permitted to trade in the securities of the Company.

The Company maintains a Structured Digital Database (SDD) in compliance with Regulation 3(5) of the PIT Regulations.

36. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

37. CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

38. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

39. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure - C.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - D.

41. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.novateor.com" containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

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

During the year under review, there were no application made or proceeding in the name of the company under the Insolvency and Bankruptcy Code 2016.

43. 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, there were no one time settlement of loan taken banks and financial Institutions.

44. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.

For and on behalf of Board of Directors

Novateor Research Laboratories Limited

Date: 3rd September, 2026

Place: Ahmedabad

Navdeep Subhashbhai Mehta

Chairman/Managing Director

DIN 03441623