Star Imaging and Path Lab Ltd Directors Report

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present this 22nd Annual Report of Star Imaging and Path Lab Limited (Formerly known as Star Imaging and Path Lab Pvt. Limited) ("the Company") along with the audited financial statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2026.

The Board appreciates and is thankful for the continued support of all the shareholders throughout the Companys journey from its incorporation as a Private Limited Company and thereafter its subsequent conversion into a Public Limited Company and now as a listed Company.

1. FINANCIAL HIGHLIGHTS

During the year under review, the Company registered a profit of Rs 2,632.01 lakh before tax for the year ended March 31, 2026, on a standalone basis. The Companys financial performance for the financial year ended 31st March 2026 as compared to the previous financial year ended 31st March 2025 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone FY 26	Standalone FY 25	Consolidated FY 26	Consolidated FY 25
Revenue from Operations	8,852.69	8,323.92	8,852.69	8,350.01
Other Income	99.62	28.72	99.62	28.73
Total Revenue	8952.31	8352.64	8952.31	8378.74
Cost of Material Consumed	568.92	682.19	568.92	682.19
Operating Expenses	2511.02	2403.33	2511.02	2,414.17
Employee Benefit Expenses	802.42	749.37	808.26	749.37
Finance Cost	196.50	249.89	196.50	249.89
Depreciation and Amortization Expense	593.34	495.79	593.37	495.85
Other Expenses	1648.09	1638.72	1648.28	1644.12
Total Expenses	6320.30	6219.30	6326.36	6,235.59
Profit/ Loss Before Tax	2632.01	2133.34	2625.95	2,143.15
Less: Current Tax	678.97	538.66	678.97	541.32
Less: Earlier Year Tax	-	-	-	2.83
Less: Deferred tax	-21.44	-3.43	-21.95	(3.45)
Profit/ Loss for the Period	1931.60	1591.25	1925.53	1595.55

2. FINANCIAL PERFORMANCE

Standalone

During the FY 2025-26 (FY26), your Company has shown an increase in total revenue of INR 8952.31 (in Lakhs) as against INR 8352.64 (in Lakhs) in the FY 2024-25 (FY25) on standalone basis. The Company has earned a net profit of INR 1,931.60 (in Lakhs) as compared to net profit of INR 1,591.26 (in Lakhs) in the previous year on standalone basis.

Consolidated

Further, During FY 2025-26 (FY26), your Company has shown an increase in total revenue stood of INR 8952.31 (in Lakhs) as against Rs. 8378.74 (in Lakhs) in the FY 2024-25 (FY25) on Consolidated basis. The Company posted profit after tax of Rs. 1,925.53 (in Lakhs) in FY 2025-26 (FY26) as against profit after tax of Rs. 1,595.55 (in Lakhs) in the previous year on consolidated basis. The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

3. TRANSFER TO GENERAL RESERVE

During the Year under review, the Company has transferred INR 1,931.60 (in lakhs) to General Reserve.

4. COMPANY OPERATIONS AND STATE OF AFFAIRS

There is no change in company affairs or business by the company during the period under review. The Company is engaged in the business of running diagnostic facilities & laboratories for carrying out pathological investigations of various branches of Bio-chemistry, Hematology, Histopathology, Microbiology, Electrophoresis, Immuno-chemistry, Immunology, Virology, Cytology and other pathological and radiological investigations. However, for deriving more Value for the shareholders Company is planning for both vertical and horizontal expansions. For this purpose, Company has already contracted with numerous small labs to perform test for them with latest technology and Equipment.

Company is constantly improving its service quality to deliver best services and welcome suggestions from its patients through its patient feedback program. Company has in-house team of experts who constantly work towards quality enhancements through application of latest quality controls of the industry

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Guided by our vision to make high-quality healthcare accessible and affordable, the company is embarking on a targeted growth strategy. Our future roadmap focuses on nine key pillars:

a. Specialized Diagnostics: Expanding into high-margin molecular diagnostics and genomics to enable precision medicine and early disease detection.

b. Pan-India Expansion: Focusing on Tier-II and Tier-III cities supported by robust tele-reporting infrastructure to extend diagnostic access.

c. Pathology Integration: Adding comprehensive pathology services to existing radiology-only centres to deliver integrated, one-stop care.

d. Preventive Care: Enhancing chronic and lifestyle disease screening infrastructure to support early intervention and long-term health management.

e. Value-Added Services: Enabling seamless home sample collection, digital reporting ecosystems, and dedicated post-diagnostic care support.

f. Leverage PPP Models: Capitalizing on government healthcare initiatives and public-private partnerships to scale public health reach.

g. B2B Partnerships: Strengthening strategic collaborations with private hospitals to drive referral and institutional growth.

h. New Centres: Launching state-of-the-art standalone diagnostic facilities to expand core network capacity.

i. Brand Development: Boosting market visibility through targeted, customer-centric engagement to build trust and brand equity.

6. WEBLINK OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of draft annual return as on 31st March, 2026 on its website atwww.starimaging.in

7. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

8. INITIAL PUBLIC ISSUE (IPO)

The company had offered 48,92,000 Equity Shares under the fresh issue comprising a fresh offer of 39,20,000 equity shares of face value of 10/- each for cash at a price of 142/- per equity share including a share premium of 132/- per equity share aggregating up to 55.66 lakhs by the company ("fresh offer") and an offer for sale of 9,72,000 equity shares of face value of 10/- each for cash at a price of 142/- per equity share including a share premium of 132/- per equity share ("offered shares") aggregating up to 13.80 Crore by Mr. Pawan Gupta (selling shareholder).

The issue was fully Subscribed, and the company has allotted same number of Equity Shares to the applicants. The allotment for Star Imaging and Path Lab Limited IPO was finalized on Wednesday, August 13, 2025. The shares got listed on BSE (SME) platform on August 18, 2025. The issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company.

9. SHAREHOLDING PATTERN

Shareholding Pattern as on 31 March 2026 is as under:

Name of Shareholders	Category of Shareholders	No of fully paid-up equity shares held	Percentage (%)
1 Mr. Pawan Gupta	Promoter	90,05,365	51.70
2 Ms. Chhaya Gupta	Promoter	13,50,000	7.75
3 Mr. Ram Avtar Gupta	Promoter Group	12,27,365	7.05
4 Ms. Gia Gupta	Promoter Group	9,45,000	5.42
Total Shareholding of Promoter and Promoter Group		1,25,27,730	71.92
Public Shareholders		48,92,270	28.08
Total		1,74,20,000	100

10. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated August 12, 2025, in respect of the Initial Public Offering of the Company.

During the Year under Review, the Company has utilized Approximately 70% the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.

I. Total IPO Proceeds (Allocated):

Item Head	Original cost (as per the Offer Document) in Rs.	Revised Cost in Rs. Crore
1 Working capital Requirement	25.00	25.00
2 Repayment/ prepayment of certain borrowings availed of by our Company	12.00	12.00
3 Funding the Capital Expenditure towards purchase of Refurbished Medical Equipment in running facilities	5.14	5.14
4 General Corporate Purpose	6.93	7.53
TOTAL	49.07	49.67

ii. Statement of Utilization: (till 31.03.2026)

Item Head	Amount as proposed in the Offer Document in Rs. Crore	Amount utilized As at Beginning of the quarter Q4FY26	Amount utilized During the quarter Q4FY26	Amount utilized At the end of the quarter Q4FY26
1 Working capital Requirement	25.00	9.87	-	9.87
2 Repayment/ prepayment of certain borrowings availed of by our Company	12.00	12.00	-	12.00
3 Funding the Capital Expenditure towards purchase of Refurbished Medical Equipment in running facilities	5.14	-	5.14	5.14
4 General Corporate Purpose	7.53	7.53	-	7.53
Total	49.67	29.40	5.14	34.54

11. SHARE CAPITAL:

(A) Authorized Share Capital

The authorized capital of the Company of INR 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh Equity Share Only) Equity Shares of Rs. 10 (Rupees Ten) each as on 31.03.2026.

(B) Paid up Share Capital

The Paid-up Share Capital of the Company of INR 17,42,00,000/- (Rupees Seventeen Crore Forty-Two Lakhs Only) Divided into 1,74,20,000 (one crore seventy-four lakh twenty thousand Only) Equity Shares of INR 10/- (Rupees Ten) each as on 31.03.2026.

(C) Issue of equity shares with or without differential rights

During the year company has issued Equity Shares without any differential rights.

(D) Issue of sweat equity shares

During the year company has not issued any sweat equity Shares.

(E) Issue of employee stock options

During the year company has not issued any type of employee stock options.

(F) Rights Issue:

During the year under review, there was no Right issue of shares by the company.

(G) Bonus Issue:

Company has not issued any Bonus Shares during the year under review.

(H) Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

(I) Initial Public Offer (IPO):

The company came up with an Initial Public Offer of 48,92,000 Equity Shares comprising a fresh offer of 39,20,000 equity shares of face value of 10/- each for cash at a price of 142/- per equity share including a share premium of 132/- per equity share aggregating up to 55.66 lakhs by the company ("fresh offer") and an offer for sale of 9,72,000 equity shares of face value of 10/- each for cash at a price of 142/- per equity share including a share premium of 132/- per equity share ("offered shares") aggregating up to 13.80 Crore by Mr. Pawan Gupta (selling shareholder).

12. CHANGES IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL DURING THE FINANCIAL YEAR:

During FY 2025-26, the paid-up share capital of the Company increased from Rs.13,50,00,000/- divided into 1,35,00,000 Equity Shares of face value of Rs. 10/- each to Rs. 17,42,00,000/- divided into 1,74,20,000 Equity Shares of face value of Rs.10/- each through allotment under IPO (Initial Public Issue) on 13th August 2025.

13. ALTERATION OF MOA

"No changes were made to the Companys Memorandum of Association (MOA) during FY 2025-26."

14. ALTERATION OF AOA

"No changes were made to the Companys Articles of Association (AOA) during FY 2025-26."

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

As on March 31, 2026, the Company has 01 (One) subsidiary Company "Staredu Education and Training Institute Private Limited" located in India and there has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries for the financial year ended on 31 March 2026 in Form AOC-1 forms part of this Annual Report as Annexure T

16. BOARD MEETING:

Meetings of the Board are held, inter-alia, to review and discuss the various business that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the financial year 2025-26 under review, 23 (Twenty-Three) Board Meetings were held, and the details of such meetings are given hereunder.

The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.

NO. OF BOARD MEETINGS:

Month	Number of Meetings Held	Date of Board Meeting
April 2025	02	16-04-2025, 29-04-2025
May 2025	01	30-05-2025
June 2025	03	14-06-2025, 16-06-2025, 30-06-2025
July 2025	05	01-07-2025, 07-07-2025, 18-07-2025, 25-07-2025, 29-07-2025
August 2025	05	01-08-2025, 07-08-2025, 12-08-2025, 13-08-2025, 26-08-2025
September 2025	01	15-09-2025
October 2025	01	23-10-2025
November 2025	01	13-11-2025
December 2025	01	12-12-2025
January 2026	02	05-01-2026, 22-01-2026
February 2026	00	-
March 2026	01	11-03-2026

17. DETAILS OF GENERAL MEETINGS

a. Annual General Meeting (AGM) The Company has held its annual general meeting (AGM) on 24th July 2025.

b. Extraordinary General Meeting (EGM) The Company has held its Extraordinary General Meeting (EGM) on 25th June 2025.

18. INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had three Independent Directors in line with the Companies Act, 2013. Further, all of the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank.

19. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2025-26, 1 (One) meeting of independent Directors was held without the presence of the Executive Directors or Management Personnel on 10th September 2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

During the year under review, the Independent Directors met on 10th September 2025 inter alia, to:

1. Review the performance of the Non-Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non-Executive Directors.

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.

The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.

20. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision approach to improve the quality of governance. The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013.

The Company has an optimum combination of Board of Directors of the Company with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

As on March 31, 2026, the Company has 7 (Seven) Directors. The composition of the Board of Directors and KMP are as under:

DIN/PAN	Name of the Director/ KMP	Designation/Change in Designation	Date of Appointment at Current Designation
00281197	Mr. Pawan Gupta	Managing Director	31-05-2004
11116532	Mr. Neelam Ratra	Executive Director	16-06-2025
07720423	Mrs. Chhaya Gupta	Executive Director	20-03-2024
10788235	Mr. Sameer Sood	Non-Executive Director	27-09-2024
00226400	Mr. Vimal Kumar Gupta	Independent Director	01-07-2024
10669427	Mr. Yogesh Kumar Virmani	Independent Director	01-07-2024
09233432	Mr. Dikshant Nagpal	Independent Director	30-11-2024
*****3890Q	Azad Ali	CFO	01-11-2024
*****9079R	Md. Shadab Khan	Company Secretary	01-10-2024

(a) Change in Directors and Key Managerial Personnel During the Financial year

Dr. Sameer Bhati (DIN: 07720790) and Mr. Ram Avtar Gupta (DIN: 00281135) had resigned from Board with the effect from 13th June 2025 and 1st July 2025 respectively. Ms. Neelam Ratra (DIN: 11116532) appointed as Director w.e.f. 16th June, 2025 and further she was regularized as an Executive Director i.e. 25-06-2025 In Extra-ordinary General Meeting (EGM).

(b) Retirement by rotation

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Ms. Neelam Ratra (DIN: 11116532), Executive Director, being longest in the office retires by rotation and being eligible to get re-appointed as Executive Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

(c) Disclosure of Interest in other concerns

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/Interest in other concerns in the prescribed format, for the Financial Years 2025-26. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Companies Act 2013.

21. DETAILS OF COMMITTEE

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

(a) AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the Financial Year under review, five (5) meetings of the members of the Audit Committee were held. The meetings took place on April 16, 2025; July 18, 2025; July 25, 2025; September 15, 2025; and November 13, 2025.

Name of the Members	Designation in Committee	Nature of Directorship	Number of meetings during the financial year 2025-26 Held	Eligible to attend	Attended
Mr. Dikshant Nagpal	Chairperson	Independent Director	5	5	5
Dr. Yogesh Kumar	Member	Independent Director	5	5	5
Dr. Vimal Gupta	Member	Independent Director	5	5	5

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

(b) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Director of the Company, as per Remuneration policy, is also overseen by this Committee.

During the Financial Year under review 2 (Two) meetings of the members of the Nomination and Remuneration Committee were held. The dates on which the said meetings were held on June 16, 2025 and December 12, 2025:

Name of the Members	Designation in Committee	Nature of Directorship	Number of meetings during the financial year 2025-26 Held	Eligible to attend	Attended
Mr. Dikshant Nagpal	Chairperson	Independent Director	2	2	2
Dr. Yogesh Kumar	Member	Independent Director	2	2	2
Dr. Vimal Gupta	Member	Independent Director	2	2	2

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the Financial Year under review 2 (Two) meeting of the members of the Stakeholders Relationship Committee was held. The dates on which the said meetings were held on August 26, 2025 and October 9, 2025.

Name of the Members	Designation in Committee	Nature of Directorship	Number of meetings during the financial year 2025-26 Held	Eligible to attend	Attended
Mr. Dikshant Nagpal	Chairperson	Independent Director	2	2	2
Dr. Yogesh Kumar	Member	Independent Director	2	2	2
Dr. Vimal Gupta	Member	Independent Director	2	2	2

(d) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year under review 4 (Four) meetings of the members of the Corporate Social Responsibility Relationship Committee were held. The dates on which the said meetings were held on July 01, 2025, August 13, 2025, March 11, 2026 and March 26, 2026.

Name of the Members	Designation in Committee	Nature of Directorship	Number of meetings during the financial year 2025-26 Held	Eligible to attend	Attended
Dr. Vimal Gupta	Chairperson	Independent Director	4	4	4
Mr. Dikshant Nagpal	Member	Independent Director	4	4	4
Mr. Pawan Gupta	Member	Managing Director	4	4	4

22. STATUTORY AUDITORS

M/s. BHS AND CO. Chartered Accountants appointed as the Statutory Auditors of the Company for term of 5 (five) consecutive years from conclusion of the 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company, to be held for the financial year 2028-29, at such remuneration as may be determined by the Board of Directors.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer, further the notes on accounts are self-explanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

23. DETAILS OF FRAUD AS PER AUDITORS REPORT

Pursuant to Section 134(3) (ca) of the Companies Act, 2013, no fraud has been reported by auditors in the Company during the financial year ended March 31, 2026.

24. BOARDS COMMENT ON THE AUDITORS REPORT

The observations of the Statutory Auditors, along with the relevant notes to the accounts and accounting policies, are self-explanatory and do not require any further explanation required under section 134(3)(f), during the financial year under review.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

(ii) That the Directors 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;

(iii) That the Directors had 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;

(iv) The annual financial statements for the year ended March 31, 2026 are prepared on a going concern basis;

(v) The internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as annexure- II

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Audit report forming part of Financial Statements.

28. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors has adopted a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Policy is available on the website of the Company atwww.starimaging.in.

All Related Party Transactions ("RPTs") entered into by the Company during the financial year 2025-26 were in the ordinary course of business and on an arms length basis. There were no materially significant Related Party Transactions entered into during the year that could have a potential conflict of interest with the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2025-26.

All RPTs undertaken during the year were in compliance with the applicable provisions of the Act, the Listing Regulations and the applicable Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI). Details of related party transactions entered into by the Company, in terms of Accounting Standard (AS) - 18 have been disclosed in the notes to the accounts in the audited financial statement and forms part of this Report.

In accordance with the Companys Related Party Transactions Policy, all Related Party Transactions are placed before the Audit Committee for its prior approval, wherever applicable, and are subsequently placed before the Board of Directors for approval, as required under the applicable provisions of law and the Companys Policy.

Pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has timely filed the reports on related party transactions with the Stock Exchanges.

29. CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year. OR

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-2026.

30. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken reports (IARs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

31. DIVIDEND

In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting.

32. WEBSITE

The Company has developed and maintained its fully functional website:www.starimaging.inwhich has been designed to exhibit the detailed information on the Companys business. The website carries a comprehensive database of information of the Company from investors perspective too. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, and also the non-mandatory information of investors interest / knowledge has been duly provided on the website of the Company.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material events or changes have occurred between the end of the financial year and the date of this Report that would have a bearing on the financial position of the Company.

35. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company Risk Management Policy pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 as the elements of risk threatening the Companys existence are very minimal. The Board of Directors is responsible for implementation of the Risk Management Policy in force in the Company, and for the ongoing monitor and evaluation of risks. This responsibility is to be executed using appropriate methodology, processes and systems and the Company has allocated this responsibility to the relevant head of its vertical to identify the types of risk and its risk assessment, risk handling, monitoring and reporting.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. other risks which considered necessary by the management.

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

As per the provisions of Section 178(3) of the Act, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and independence of the Director and criteria for appointment of Key Managerial Personnel while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company atwww.starimaging.in.

37. REMUNERATION OF DIRECTORS, AND KEY MANAGERIAL PERSONNEL

The remuneration paid to the Directors, Key Managerial Personnel and Director are as per the Companies Act, 2013 and is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

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 area in Annexure IV 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 opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

38. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, Business operations, updates on the Diagnostic industry, and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters, and Corporate Social Responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company is available on the website of the Company atwww.starimaging.in.

39. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of their own performance, as well as the evaluation of the work of Boards Committees was undertaken.

The following evaluation process were as follows:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each director was satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

d. Performance Evaluation of the Committee

The performance of the Committee was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings etc.

e. Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

40. REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, KFin Technologies Limited was the Registrar and Share Transfer Agent of the Company.

41. DEPOSITS

The Company, being a Listed Company, has not invited or accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and therefore the requirement of disclosure under Rule 8(5)(v) & Rule 8(5)(vi) of the Companies (Account) Rules, 2014 is not applicable.

42. CORPORATE SOCIAL RESPONSIBILITY

The Company discharges its Corporate Social Responsibility obligations as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company atwww.starimaging.in.

A detailed Report on Corporate Social Responsibility activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors Report as Annexure III.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in a manner approved by the Board for FY 2025-2026.

43. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business. The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business.

Your directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

a) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

d) The Audit Committee reviews adherence to internal control systems and internal audit reports. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

44. VIGIL MECHANISM /WHISTLE BLOWER POLICY

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26.

There were no instances of reporting under the Whistle Blower.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website atwww.starimaging.in

45. PREVENTION OF INSIDER TRADING

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

46. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sheetal & Company having Membership No. FCS 10780 & CP NO. 15204, Peer Review No. 5227 / 2023), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY 2025-26. The Secretarial Audit Report for FY 2025-26 is annexed herewith marked as "Annexure VII" to this Report.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-26 issued by the Secretarial Auditor does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

47. INTERNAL AUDIT

Internal Audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

Therefore, pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s Raj Gupta & Co. (Firm Registration No.000230N), Practicing Chartered Accountants, as Internal Auditor for the FY 2025-26.

48. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2026 is available on the Companys website and can be accessed atwww.starimaging.in.

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

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013).

COMPOSITION OF INTERNAL COMPLAINT COMMITTEE

Department	Name of Member	Designation in Committee
1 HOD-Pathology Lab	Dr. Shashi Rekha	Presiding Officer
2 Executive Director	Ms. Neelam Ratra	Member
3 HR Manager	Ms. Shagun Pandey	Member
4 Legal Retainer	Ms. Swastika Upadhya	Member
5 Advocate	Adv. Sushma Maurya	External Member
6 Company Secretary	Md. Shadab Khan	Member

The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company atwww.starimaging.in

The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment. An Internal Complaint Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

The details of the complaints received during the year under review were as follows:

No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

50. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

51. EMPLOYEE DEMOGRAPHICS DISCLOSURE

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender wise composition of its workforce as on the March 31, 2026.

Gender	No. of Employees
Male Employees	165
Female Employees	71
Transgender Employees	0
Total	236

The above figures include all permanent employees of the Company as on the year-end. This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

52. SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Companies Secretaries of India.

53. MANAGEMENT REMUNERATION

The directors are withdrawing remuneration in directors Capacity for the company within the specified provision as per the act. The details of the remuneration withdrawal is provided in the financial statements annexed with the Audit Report.

54. MAINTENANCE OF COST RECORDS

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

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

During the period under review, there was no instance of one-time settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

56. PARTICULARS OF EMPLOYEES

Being a Listed Company, the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure of particulars of employee are annexed as Annexure IV and forms part of this Report.

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 opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

57. DETAIL OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

During the year under review, no such order has been passed by the Courts or tribunals impacting the operations or going concern status of the Company.

58. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2025-2026 to Bombay Stock Exchange (BSE) according to the prescribed norms and regulations. Company has also paid fee to National Securities Depository Limited and Central Depository Services (India) Limited for the financial year 2025-2026.

59. DEMATERILISATION OF SHARES

During the year under review, the Company has entered into tripartite agreement for dematerialization of equity shares with the KFin Technologies Limited, National Securities Depository Limited and Central Depository Services (India) Limited. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participants as on March 31, 2026, the share of the Company held in demand form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0YG001013.

M/s. KFin Technologies Limited act as the Registrar and Share Transfer Agent of the Company.

60. DECLARATION BY INDEPENDENT DIRECTORS:

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfil the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b); and

b) There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company.

c) The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (ICA).

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

61. DETAILS OF APPLICATION/ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

62. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Key Managerial Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline.

The Board has laid down a Code of Conduct for all Board members and Key Managerial Personnel of the Company. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.

The Code is displayed on the website of the Companywww.starimaging.in.

All Board members and KMP have affirmed compliance with the Code of Ethics & Conduct and is annexed herewith marked as "Annexure V" to this Report.

63. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - VIII".

64. ACKNOWLEDGMENT

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India. The Directors appreciate and value the contribution made by every member of the Star family.

For And On Behalf Of The Board For STAR IMAGING AND PATH LAB LIMITED

(Formerly Known as Star Imaging and Path Lab Private Limited)

Sd/ Pawan Gupta Managing Director

DIN: 00281197

Date 28th August 2026

Place: New Delhi