Shalby Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 22nd (Twenty Second) Annual Report on business and operations of the Company along with audited financial statements for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE SUMMARY

The summarized financial highlight is depicted below;

( in million)

	Standalone	Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from operations	8,985.58	8,688.60	11,414.29	10,869.55
Other Income	248.57	302.66	267.91	275.96
Total Expenditure (Except Finance cost & Depreciation/Amortization)	7,538.00	7,133.85	9,986.77	9,543.49
Profit before Interest Depreciation and Tax	1,696.15	1,857.41	1,695.42	1,602.02
Finance Cost	127.76	111.14	389.95	387.13
Depreciation/Amortization	401.49	388.87	699.87	657.60
Exceptional Item	6.96	-	-	-
Profit Before Tax	1,159.94	1,357.40	605.59	557.29
Provision for Taxation (Inclusive of deferred tax)	30.85	519.48	258.75	538.09
Profit After Tax	1,129.09	837.92	346.86	19.20
Other comprehensive income	(1.73)	(2.04)	(247.32)	(26.10)
Total Comprehensive Income	1,127.36	835.88	99.52	(6.90)

STATE OF AFFAIRS AND PERFORMANCE OF THE COMPANY

The Company is engaged in the business of providing healthcare activities and during the year there has been no change in the business of the company. During the year under review, the revenue from operations of the Company increased to 8,985.58 million as compared to 8,688.60 million in the previous year. The EBITDA for the year under review decreased to 1,696.15 million as compared to 1,857.41 million in the previous year. Your Company has earned Profit after tax of 1,129.09 million as against 837.92 million in the previous year.

During the year under review, the consolidated revenue from operations increased to 11,414.29 million as compared to 10,869.55 million in the previous year. The consolidated EBITDA increased to 1,695.42 million from 1,602.02 million in the previous financial year.

DIVIDEND

The Board of Directors do not recommend dividend for the financial year 2025-26.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy which provides for the circumstances under which the members may / may not expect dividend, the financial parameters, internal and external factors, utilization of retained earnings, parameters regarding different classes of shares, etc. The provisions of this Policy are in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations), and is amended from time to time.

TRANSFER TO RESERVES

The Board of Directors has not appropriated and transferred any amount out of profit to General Reserves and has decided to retain the entire amount in profit and Loss account.

BUSINESS & STRATEGY Upcoming Projects

Mumbai Project: The Company is in the process of setting up a State of Art facility with over 175 bed capacity in the heart of Mumbai, Santacruz. Our company had entered into a long revenue sharing agreement with the trust to manage the entire operations of hospital wherein the existing structure needs to be demolished completely and a new structure will be constructed with an estimated total capex of 300 crores. The trust is yet to handover the property to Shalby, which is expected in this FY26-27. This hospital is expected to be constructed and become operational by FY29-30.

Implant Business

Business Overview and Strategic Direction

Your Directors are pleased to present the strategic outlook for Implant Business for the financial year 2026 27, marking a pivotal transition from growth-stage operations to a full scale-up phase, anchored by the Companys guiding vision: "Designed in India. Engineered for the World."

The Company continues to build on the momentum established in prior years, with FY 2026 27 representing a year of accelerated execution across six strategic pillars - Portfolio & Innovation, Market Expansion, Cost Optimization, Supply Chain Excellence, Organizational Development, and a newly formalized Made in India Design & R&D pillar.

Portfolio Innovation and Product Development

During the year, the Company has targeted the introduction of 3 4 new global products, while scaling its Curexo robotics partnership from pilot to commercial deployment across anchor markets in India, the United States, Indonesia, and Malaysia. The innovation pipeline has been deepened to

7+ active development projects, with milestone-gated timelines extending through FY 2029 30. The TUKS franchise continues to be strengthened through multi-center clinical studies, with co-development and licensing arrangements being explored to further broaden the product portfolio.

Geographic Expansion and Market Development

The Company is deepening its presence in established markets - India, the US, Indonesia, and Japan, while targeting entry into 6 8 new markets including Vietnam, Malaysia, Nepal, Iraq, Myanmar, and select Latin American territories. A structured KOL Advisory Board and a Surgeon Fellowship & Training Academy have been established, supported by 15+ global CME and training events annually. A digital-first commercial model, powered by CRM-driven sales analytics and virtual product demonstrations, is being deployed to enhance market reach and conversion efficiency.

Operational and Cost Efficiency

Building on the 30% COGS reduction achieved in FY 2025 26, the Company is targeting a further cumulative reduction of 10 15% through automation of high-volume production lines, packaging optimization, and global vendor diversification. A formal Operational Excellence and Lean Manufacturing program has been instituted with quarterly targets and cross-functional accountability.

On the supply chain front, the Company is implementing a "China+1" procurement strategy with alternative sourcing from India, Vietnam, and Eastern Europe, targeting a 20 25% improvement in inventory turns and an additional 10% reduction in freight costs through regional distribution hubs and an integrated ERP platform.

Made in India Design and R&D as Competitive Edge

A defining strategic priority for the year is the formalization of Indias role as a global Design Intelligence Hub. The Company is establishing an India Design Centre focused on form-factor innovation, surgical ergonomics, and implant geometry. Proprietary Asian anatomy sizing libraries are being developed from clinical data collected across Indian, Southeast Asian, and Middle Eastern patient cohorts. The Company has forged research partnerships with premier institutions including IITs, CSIR, ICMR, and AMTZ, targeting 3+ India-origin patent filings annually. Importantly, the Company is also designing affordable, anatomy-matched implant systems for high-volume, resource-limited settings across India, Africa, and Southeast Asia, positioning Shalby MedTech as a design-led company serving both the premium and accessible segments of the global orthopaedic market.

Outlook

The Board remains confident in the Companys strategic positioning. With design sovereignty, geographic expansion, and innovation depth as its core engines, Shalby MedTech, a wholly-owned subsidiary of the Company, is on a strong trajectory to fulfil its long-term ambition of becoming the first globally respected, India-headquartered orthopaedic implant company, delivering world-class outcomes at India-competitive economics.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CREDIT RATING

During the year under review, ICRA Limited has reaffirmed the long term credit ratings as ICRA A+ on term loans and fund based facilities availed by the Company and the outlook on the long term rating has been revised to Negative from Stable.

SHARE CAPITAL

During the year under review, there is no change in the share capital of the Company. The authorized share capital of the Company stands at 1,177.50 million divided into 117,750,000 equity shares of 10 each. The issued, subscribed & paid up share capital of the Company stands at 1,080.10 million divided into 108,009,770 equity shares of 10 each.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company has 14 subsidiaries (including step-down subsidiaries) as hereinafter mentioned:

Name of the Company	Type
1. Vrundavan Shalby Hospitals Limited	Wholly-Owned Subsidiary
2. Shalby International Limited	Wholly-Owned Subsidiary
3. Slaney Healthcare Private Limited	Wholly-Owned Subsidiary
4. Shalby (Kenya) Limited	Wholly-Owned Subsidiary
5. Shalby Medtech Limited (earlier known as Mars Medical Devices Limited)	Wholly-Owned Subsidiary
6. Shalby Hospitals Mumbai Private Limited	Wholly-Owned Subsidiary
7. Healers Hospital Private Limited	Wholly-Owned Subsidiary
8. Yogeshwar Healthcare Limited	Subsidiary
9. Griffin Mediquip LLP	Subsidiary
10. PK Healthcare Private Limited	Subsidiary
11. Shalby Advanced Technologies Inc. (USA)	Step-down subsidiary
12. Shalby Global Technologies Pte. Ltd.	Step-down subsidiary
13. Shalby Advanced Technologies India Private Limited*	Step-down subsidiary
14. Ningen Lifecare Private Limited**	Step-down subsidiary

Note:

* During the year under review, Shalby Advanced Technologies Inc. USA has sold its 100% stake held in its Indian subsidiary namely Shalby Advanced Technologies India Pvt. Ltd. on November 13, 2025 to Shalby Medtech Limited.

Consequently, Shalby Advanced Technologies India Pvt. Ltd. has become the direct subsidiary of Shalby Medtech Limited and a step-down subsidiary of the Company.

** During the year under review, Ningen Lifecare Private Limited has voluntarily applied for strike-off of its name from the Register maintained by the Registrar of Companies (RoC) on March 20, 2026, under Section 248(2) of the Companies Act,

2013, read with the rules made thereunder.

During the year under review, no Company has ceased to be its Subsidiary/ Joint Venture and

Associate Company. Ningen Lifecare Private Limited (step-down subsidiary of the Company) has voluntarily applied for strike off of its name from the Register maintained by Registrar of Companies and as on March 31, 2026, the status was "under process of strike-off." In the period between the end of the financial year and the date of the report, Ningen Lifecare Private Limited has been struck off by the Registrar of Companies on May 12, 2026.

During the year under review, the Company has no joint venture or associates.

The details of the performance highlights, contribution of subsidiaries and financial position of the aforesaid Subsidiary Companies are enclosed herewith as Annexure-A in Form AOC-1, which forms part of this report As per Reg. 16 of the SEBI Listing Regulations, Shalby Medtech Limited (SMTL), Wholly-owned subsidiary company is a Material Subsidiary Company. None of the other subsidiaries is falling under criteria of material subsidiary. SMTL has been determined as Material subsidiary on the basis of Networth criteria. The Secretarial Audit Report of said material subsidiary, as required under Reg. 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) is annexed to this report as Annexure - F. The policy on Material Subsidiary is available at https://www.shalby.org/wp-content/uploads/2018/01/Material-Subsidiary-Policy-v4-1.pdf In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act) and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements form part of this Annual Report which shall also be laid before the ensuing Annual General Meeting of the Company for approval of members.

The Standalone and Consolidated Financial Statements have been prepared in accordance with the

Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related and audited accounts of each of its subsidiaries, are available at Investors Section under Annual Report tab at https://www.shalby.org/.

AWARDS & RECOGNITIONS

During the financial year 2025-26, your company has been conferred with the following awards / accolades:

1. Health Institution of the year ET Rajasthan Business Summit Awards

2. Service excellence awards in Oncology by Times of India

3. First Accredited Medical Transport Organization in India by Quality and Accreditation

Institute

4. Healthcare Transformation & Medical Excellence Award 2025 by Hurun India

5. Asias Biggest Tourism Award 2025 for Best Hospital for Medical Tourism in Gujarat.

6. The Best Medical Tourism Center in Gujarat Award

7. Sandesh Healthcare Excellence Awards 2026

ANNUAL RETURN (MGT-7)

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available on the website of the Company at https://www.shalby.org/ under ‘Investors section.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review, PK Healthcare Private Limited, a subsidiary of the Company, undertook a Rights Issue of equity shares to its existing shareholders in the ratio of 1:2 (one new equity share for existing two equity shares held). The Company exercised its rights and subscribed 5,96,01,950 equity shares (upto its full entitlement) of the face value of 10/- each at par, aggregating to an investment of 596.02 million. Consequent to allotment under the said Rights Issue, the Companys shareholding in PK Healthcare has increased from 87.26% to 91.13%.

Particulars of loans given, investments made, guarantees given and securities are provided in the notes to the standalone financial statements forming part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY U/S 188 OF THE COMPANIES ACT, 2013

All the related party transactions that were entered into during the financial year were on arms length basis and your Company has taken approval of audit committee, Board of Directors and shareholders whenever applicable. Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for their review and approval. During the year under review, there was no material transactions carried out with any of the related parties in terms of regulation 23 of the Listing Regulations and hence disclosure in Form AOC-2 is not applicable. Your Company has formulated a policy on ‘Related Party Transactions which are in line with Listing Regulations as amended from time to time and the same is available on the website of the Company.

Your directors draw the attention of members to the notes to the financial statements which set out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, your Companys board had 7 (seven) Directors comprising of 1 (one) executive director and (6) six independent directors (including one woman independent director). The composition of Board of Directors as on March 31, 2026 is as set out below:

DIN	Name of the Director	Category
00011653	Dr. Vikram Shah	Executive - Chairman & Managing Director (Promoter)
00005766	Mr. Shyamal Joshi	Non-Executive Independent
00086971	Dr. Umesh Menon	Non-Executive Independent
00122419	Mr. Tej Malhotra	Non-Executive Independent
02090239	Dr. Ashok Bhatia	Non-Executive Independent
08100410	Mrs. Sujana Shah	Non-Executive Independent
00230480	Mr. Vijay Kedia*	Non-Executive Independent

* Mr. Vijay Kedia, Independent Director has resigned w.e.f. close of the business hours on April 30, 2026.

The details of Board, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of the Annual Report.

As on March 31, 2026, the details of Key Managerial Personnel are as set out below:

Name of the Key Managerial Personnel	Designation
1 Dr. Vikram Shah	Chairman & Managing Director
2 Mr. Amit Kumar, w.e.f. November 13, 2025	Chief Financial Officer
3 Mr. Tushar Shah	Vice President & Company Secretary

A. Changes in Directors and Key Managerial Personnel

During the year under review and in the period between the end of the financial year and the date of this report, following are the changes in Directors and Key Managerial Personnel of the Company:

i. Mr. Amit Pathak tendered his resignation from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of business hours of October 24, 2025, to pursue career opportunities outside the organization. ii. The Board of Directors at their meeting held on November 13, 2025 approved the appointment of Mr. Amit Kumar as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 13, 2025.

iii. The Board of Directors at their meeting held on February 11, 2026 and the Members of the Company by passing a special resolution through Postal Ballot on March 21, 2026, has approved the re-appointment of Mr. Shyamal Shivkumar Joshi (DIN:00005766), as Independent Director of the Company, not liable to retire by rotation, for the second term of 5 years with effect from May 17, 2026 till May 16, 2031.

The Board is of the opinion that Mr. Shyamal Shivkumar Joshi (DIN: 00005766), Independent Director of the Company possesses requisite qualifications, experience and expertise (including the proficiency) and hold highest standards of integrity. iv. Mr. Vijay Kishanlal Kedia (DIN: 00230480), Independent Director of the Company has resigned from the position of Independent Director with effect from close of business hours of April 30, 2026, due to increasing professional commitments and time constraints.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet criteria of independence as prescribed under Section 149 (6) of the Act and under Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year. They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair their ability to discharge their duties with an objective independent judgment and without any external influence.

All the directors of the Company have given the declaration that they are not disqualified or debarred from holding or continuing directorship of companies by Securities and Exchange Board of India or Ministry of Corporate Affairs or any such authority.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors

Databank.

BOARD MEETINGS

The Board of Directors met 5 times during the year under review, on April 29, 2025, May 29, 2025, August 13, 2025, November 13, 2025, February 11, 2026. The numbers of meetings and its attendance have been provided in the Report on Corporate Governance which forms part of Annual

Report.

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 11, 2026. The Independent Directors at the said meeting, inter-alia, reviewed the following:

Performance of Non-Independent Directors and the Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Non-Executive Directors.

Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES

The Company has various committees which have been formed in compliance of provisions of the Act and the Listing Regulations and are in compliance with the provisions of relevant statutes.

The Board has constituted following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholder Relationship Committee

5. Corporate Social Responsibility Committee

6. Management Committee

The details with respect to the composition, powers, roles, terms of reference, numbers of committees along with their attendance etc. of respective Committees are provided in detail in the ‘Report on Corporate Governance which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

POLICY ON APPOINTMENT AND REMUNERATION TO DIRECTORS, KMP & SENIOR MANAGEMENT PERSONNEL

Companys policy on Directors appointment and remuneration and other matters provided in

Section178(3)oftheActhasbeendisclosedbriefly in the Corporate Governance Report, which forms part of this Annual Report. Your Company‘s Policy on remuneration for the Directors, Key

Managerial Personnel and other employees and Companys policy in this regard includes, inter-alia, criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Act and is amended from time to time. The said policy is available on the website of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company upholds the standards of governance and is compliant with the provisions of Corporate

Governance as stipulated under the Listing Regulations. The Report on Corporate Governance for FY 2025-26, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms a part of this Annual Report. The Certificate from Practicing Company Secretary confirming the compliance with the conditions of corporate governance as stipulated by Regulation 34(3) of the Listing Regulations is annexed to this Report.

In compliance with Corporate Governance requirements as per the Listing Regulations, your

Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of the Company, who have affirmed the compliance thereto. In terms of regulation 34 of the Listing Regulations as updated from time to time, the Management Discussion and Analysis Report on the Companys financial trends, business outlook and Initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable and CEO/CFO Certificates thereto, are presented in separate section which forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In pursuance of Regulation 34 of the Listing Regulations, top 1000 companies based on market year) are required to prepare and capitalization(calculatedason March 31 of every financial enclose with its Annual Report, a Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is annexed as part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEE

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation has been made by the Board are given in the ‘Report on Corporate Governance, which forms part of this Annual Report.

Pursuant to provisions of the Act and the Listing Regulations the Board has carried out an annual evaluation of its own performance, Board committees and individual directors in the manner prescribed in Performance Evaluation Policy.

DEPOSITS

During the year, the Company has not accepted any fixed deposits from the public as per provisions of the Act and Rules made there under. Hence, the disclosures as required under Companies (Accounts) Rules, 2014, are not applicable to your Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Act, your Directorsherebyconfirmthat:

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

b. they had 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 financial year and of the profit and loss of the company for that period;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they had prepared the annual accounts on a going concern basis; e. they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under The Companies (Accounts) Rules, 2014 is set out below;

A. Conservation of Energy:

The operations of the Company are not energy-intensive. However, the following measures are being taken to reduce the energy consumption by using energy efficient equipment.

Use of LED lights

Occupancy sensors installation in toilets to avoid permanent illumination and save electrical consumption

Proper thermal insulation to increase efficiency of HVAC energy consumption

use windows and doors to provide good levels of natural ventilation in some areas within a hospital, allowing mechanical ventilation to be switched off or turned down to save energy

Provide infrared controllers in water taps as they provide water only when required otherwise they switch off automatically and can save between 5% and 15% of water per tap per year

Introduction of timer based operation of air handling units to reduce power consumption

Energy optimization practices implemented in transformer operation

VFD installation for AHU motor in a phased manner

All lifts and OT AHUs are operated with VFD panels

For recently commissioned units, building orientation has been so designed that helps to maximize use of Day Light and to reduce heat gain in order to reduce energy consumption.

For recently commissioned units, the building is being constructed by using structural steel to reduce embedded energy and also to reduce the impact of construction activities to the neighborhood and environment and with STP and recycled water is being used for flushing and plant watering to reduce water usage.

The glass used for facade in a number of facilities is double glazed and is energy efficient low emissivity type which helps in reducing solar beat gain co-efficient while improving the visibility.

Rain water harvesting system installed at our greenfield recently completed projects to conserve natural resources

HVAC temperature is being adjusted based on the seasonal temperature and particular clinical requirements, to reduce the power consumption.

Disciplined SOP is being followed for routine maintenance on daily, weekly, monthly, and yearly basis, as required to keep the system installed in check and reduce consumptions of water and electricity.

In case of modification or renovation, we maximize the usage of existing materials to conserve the natural resources.

There would not be a material financial implication of the said measures as energy costs comprise a very small portion of your companys total expenses.

B. Technology absorption:

I. The effort made towards technology absorption;

Over the years, your Company has brought into the country the best technology available in healthcare to serve the patients better and to bring healthcare of international standard within the reach of every individual.

In order to promote indigenous technology absorption, the following equipment, inter alia, has been installed at our various units; a. Anesthesia workstation

b. Triple Dome OT lights c. Electric OT table with 10 functions for renal transplant

d. Single door auto clave machine e. Fabrilator Machine

f. Biosafety Cabinet for Chemotherapy

g. Anesthesia Trolley h. Baby Cradle with infant Bed

i. Blood bank equipment including Deep freezer, Blood bank refrigerator, Platelet agitator/ incubator, Blood collection monitor and tube sealer, Donor couch compofuge j. X-ray system;

k. Dialysis machine;

l. Ventilator; m. CT scanning machines;

n. MRI scanning machines;

o. Ultrasound systems; and p. Linac systems.

The benefit accrued due to this is primarily cost reduction from import substitution considering the impact of exchange rate fluctuation and revision of customs duty tariffs. and quality of these equipment have been found to be quite satisfactory.

II. The Company has imported Elekta equipment for radiation oncology and precision cancer treatment. It delivers high-energy radiation very precisely to a tumor or other abnormal tissue, with an objective of destroying cancer cells, while minimizing radiation exposure to surrounding healthy tissues.

Apart from above, various other small equipment imported from overseas have been installed at various units of Shalby.

III. The expenditure incurred on Research and Development

0.32 mn. expenditure made on clinical trial during the financial year 2025-26.

C. Foreign exchange earnings and expenditure:

[Rs. in Million]

Particulars	2025-26	2024-25
Earnings in Foreign Currency	72.56	105.64
CIF Value of Imports	309.89	-
Expenses in Foreign Currency	1.72	-

PARTICULARS OF EMPLOYEES & REMUNERATION

The details regarding ratio of remuneration of each director to the median employees remuneration and other details as required in section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure - C.

The statement containing information as per provision of Section 197(12) read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in separate annexure forming part of this report. However, Annual Report is being sent without the said annexure. In terms of provisions of section 136 of the Act, the said annexure is open for inspection at the registered office of the Company during the office hours. Any member interested in obtaining the copy of the same may write to the Company Secretary at the Registered Office of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and it devices and adopts improved controls wherever necessary.

INSURANCE

The Companys plants, properties, equipment and stocks are adequately insured against all major risks. The Company has also taken Directors and Officers Liability Insurance Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact.

Your companys fundamental approach to risk management includes, anticipate, identify and measure the risk. Your company has in place a mechanism to monitor and mitigate various risks associated with the business. The Company has constituted a Risk Management Committee ("RMC") of the Board. The RMC has formulated a Risk Management Policy which inter alia, sets out our approach towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board. The said policy is available at https://www.shalby.org/wp-content/uploads/2017/10/ Risk-Management-Policy_Clean-final-v2.pdf

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Vigil Mechanism and Whistle Blower Policy. The policy enables the employees to report genuine concerns to the management regarding instances of unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct or mismanagement, if any. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate 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 pertaining to whistle blower policy. The said Vigil Mechanism and Whistle-Blower Policy is available on the website of the company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, your Company has constituted a CSR Committee, which comprises of Mrs. Sujana Shah, Chairperson, Dr. Umesh Menon, Member and Mr. Shyamal Joshi as its members as on March 31, 2026. The Company has also framed a Corporate Social Responsibility Policy in compliance with the provisions of the Act and is amended from time to time which is available on website of the company. The Annual Report on CSR activities outlining geographical areas for CSR activities, composition of CSR committee, amount of CSR fund expended etc. is annexed herewith as Annexure - D.

OTHER DISCLOSURES AND INFORMATION EMPLOYEE STOCK OPTIONS

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Companys objectives, and promoting increased participation by them in the growth of the Company.

1. Shalby Employee Stock Options Scheme-2021

The Company introduced Shalby Limited Employees Stock Option Scheme-2021 for benefit of eligible employees as approved by the Shareholders on December 3, 2021 vide Special Resolution passed through Postal Ballot. The scheme is administered by Shalby Limited Employees Welfare

Trust.

The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the said ESOP Scheme as required under the abovementioned SEBI Regulations are available on the website of the Company at https://www.shalby.org/investors/.

During the year under review Company has granted stock options, the details of which are as under.

Opening balance of Outstanding Options as on April 1, 2025	Options Granted during FY 2025-26	Options Lapsed during FY 2025-26	Options Exercised during FY 2025-26	Active Options Yet to exercise	Closing balance of Active Options in force as on March 31, 2026
2,18,500	1,20,000	1,97,500	32,000	7,000	1,16,000

None of the employees has been granted Employee Stock Options exceeding 1% of the issued capital as on the date of grant during the year.

The details of the ESOP Scheme-2021, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are attached in Annexure E.

2. Anti-sexual Harassment of Women at workplace

Your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace under the provisions of Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act 2013 and rules framed thereunder. The Company has anti Sexual harassment Committee to redress complaints received regarding sexual harassment. The Company regularly conducts necessary awareness programmes for its employees and all employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year:

Particulars	Number
Number of complaints pending at the beginning of the year	NIL
Number of complaints received during the year	NIL
Number of complaints disposed of during the year	NIL
Number of cases pending for more than 90 days	NIL
Number of complaints pending at the end of the year	NIL

3. Significant or Material Orders passed by the Authority

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

4. Compliance with Maternity Benefit Act, 1961

The CompanyconfirmscompliancewiththeMaternityBenefitAct, 1961, ensuring eligible women receive requisite maternity leave and related benefits as prescribed under the Act.

5. Proceedings pending under Insolvency and Bankruptcy Code, 2016

The Company confirms that no proceedings are pending against it under the Insolvency and Bankruptcy Code, 2016.

6. One-time Settlement with Banks or Financial Institutions

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the disclosure relating to it and difference in valuation done at the time of settlement and valuation at the time of availing loan is not applicable.

AUDITORS

Statutory Auditors & Auditors Report

The Statutory Auditors, M/s. T. R. Chadha & Co., LLP, Chartered Accountants, Ahmedabad has been re-appointed for second term as approved by Shareholders in 19^th Annual General Meeting held on August 14, 2023, for the period of 5 years from the conclusion of 19th Annual General Meeting till conclusion of 24th Annual General Meeting.

The Statutory Auditors comment on your companys account for the year ended March 31, 2026 are self-explanatory in nature and do not require any explanation. The Auditors Report does not Contain any qualification or adverse remarks.

Internal auditor

M/s. PricewaterhouseCoopers Services LLP, New Delhi is the Internal Auditors to conduct internal audit as per agreed scope of work pursuant to the provision of section 138 of the Act read with Companies (Accounts) Rules, 2014. Internal Auditors present their quarterly reports in every meetings of Audit Committee.

Cost auditors

Pursuant to the provisions of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, M/s. S A & Associates, Cost Accountants, Ahmedabad has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee, for audit of cost records for the year ended on March 31, 2026 and their remuneration was ratified by members at the 21st Annual General meeting of the

Company.

Your Company has received consent along with confirmation from M/s. Borad Sanjay B & Associates that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder and they do not hold any disqualification under the provisions of the Act for their appointment for FY 2026-27. The Board of Directors of the Company appointed M/s. S A & Associates, Cost Accountants (Firm Registration No. 000347) for audit of cost records for the year ended on March 31, 2027 at a remuneration of 1,10,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred, if any, in connection with the cost audit. The Board of Directors of the Company recommended the members for their ratification. The Company has maintained cost account and records as specified by Central Government under Section 148(1) of the Act, read with Rule 8 of Companies (Accounts) Rule, 2014.

Secretarial Auditor

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013, if any ("the Act"), your Company had appointed M/s. Chintan I Patel & Associates, Peer Reviewed and Quality Reviewed Company Secretary in Practice (COP No. 20103) as Secretarial Auditors to conduct the Secretarial Audit of the Company for 5 consecutive years period starting from April 1, 2025 till March 31, 2030 as approved by the shareholders at the 21st Annual General Meeting. The Secretarial Audit Report for the FY 2025-26 is annexed to this Report as Annexure F.

Shalby Medtech Limited, wholly-owned subsidiary of the Company has undertaken Secretarial Audit for financial year 2025-26, as the same is a Material Subsidiary as per regulation 16 of SEBI Listing Regulations. The said Secretarial Audit Report confirms that the said subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The said Secretarial Audit Report of unlisted subsidiary is attached herewith in Annexure G.

There are no qualifications or reservations on adverse remarks or disclaimer in both the Secretarial Audit Reports. Your Company has also obtained certificate from the Secretarial Auditor certifying that none of the directors of our Company has been debarred or disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority. The said certificate has been annexed as Annexure H to the Directors Report.

REPORT OF AUDITOR(S) ON INSTANCES OF FRAUD

During the year, none of the Auditors have reported any instances of fraud committed against your company by its officers or employees to the Audit Committee or to the Board, under Section 143(12) of the Act and therefore, no disclosure is required pursuant to provisions of the Act.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the whole hearted support and contribution made by all Doctors, nursing/paramedics, bankers, Government Authorities, auditors and shareholders during the year under review. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee at all level for their dedicated services and look forward their continued support.

CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward looking statements. Some important factors that could influence the -prise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

	For and on behalf of the Board
	DR. VIKRAM I. SHAH
Date : May 27, 2026	Chairman & Managing Director
Place: Ahmedabad	DIN : 00011653