Sunil Healthcare Ltd Directors Report

TO THE MEMBERS OF SUNIL HEALTHCARE LIMITED

Your Directors have great pleasure in presenting the 52^nd Directors Report on the business and operations together with the audited financial statement of your Company for the year ended 31^st March 2026.

FINANCIAL RESULTS

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operation	8771.92	8342.11	8771.92	8342.11
Other Income	114.31	135.17	218.23	133.91
Total Revenue	8886.23	8477.28	8990.15	8476.02
Total Expenditure including other Expenditure (Excluding Depreciations & Interest)	7375.92	7155.14	7495.69	7315.99
Profit before depreciation and Finance Cost	1510.31	1322.14	1494.46	1160.03
Finance Cost	616.31	646.11	616.31	646.11
Depreciation	643.56	635.43	643.56	635.49
Profit/(Loss) before Exceptional Item and tax (continued operation)	250.44	40.60	234.59	(121.57)
Exceptional Item Income/ (Expenses)	(958.75)	0.00	(11.59)	0.00
Profit/(Loss) before tax, after Exceptional Item (continued operation)	(707.81)	40.60	223.00	(121.57)
Less: - Tax Expenses Net (continued operation)	(177.60)	20.09	(177.60)	20.09
Profit/(Loss) after Tax from (continued operation)	(530.21)	20.51	400.60	(141.66)
Profit/(Loss) before Tax (discontinued operation)	0	0	0	0
Less: - Tax Expenses Net (discontinued operation)	0	0	0	0
Profit/(Loss) after Tax from (discontinued operation)	0	0	0	0
Profit/(Loss) before Tax after Exceptional Item (both continued & discontinued operation)	(707.81)	40.60	223.00	(121.57)
Profit/(Loss) after Tax (both continued & discontinued operation)	(530.21)	20.51	400.60	(141.66)
Other Comprehensive Income	(51.73)	(59.35)	(146.95)	26.60
Total Comprehensive Income	(581.94)	(38.84)	253.65	(115.06)
Earning per Shares (both continued and discontinued operation)	(5.17)	0.20	3.91	(1.38)

COMPANY OVERVIEW AND STATE OF COMPANYS AFFAIRS

The Directors of the Company are glad to inform you that your company is the leading Hard shell capsule manufacturer in India and Pioneer in double lock and triple lock technology for capsules in India. The Company had started production of HPMC Capsule in August 2018 and in short span of time the sales brought in from HPMC have led to better performance.

The company is WHO-GMP certified Company and has also been recognized as "Star Export House" by GOI. The management is optimistic about the future outlook of the company in short, medium and long-term.

The Plant of your company is located at Alwar which is easily accessible by air, road and rail. Indira Gandhi International Airport is the nearest Airport located at a distance of 163 kms. It is also connected well by roads to some major cities of Rajasthan like Jaipur.

The Company deals in Business segment of Manufacturing Empty Hard Capsule Shells and the choice in nine sizes available are 00, 0SEL, 0EL, 0,1,2,3, 4, 5. The company has the installed capacity of 15 billion capsules. The company enjoys immense credibility in various Global Market. The management of the company Continued focus on achieving cost optimization and yield improvements through Economies of Scale. The company also renewed interest in the business with an aim to become the one of the leading Hard Shell Capsule manufacturer in the world.

OPERATION OF THE COMPANY

During the year under review despite of several challenges like inclement Raw material pricing, coupled with increase in foreign currency, negative impact of recent West Asia war, huge competition and subdued demand, Company with the help of various cost control measures taken curbed the cost and has improved the margins leads to oprational profitability (before the exceptional item) during the financial year 2025-26 and also make its product more qualitative, affordable and competitive.

The physical and emotional wellbeing of employees of the company continues to be a top priority for your Company, the Company has taken several initiatives to support employees and their families during the difficult phases of time. The Company has strictly adopted prescribed Health and Safety Guidelines in its operation at plant in compliance with the applicable Law and as suggested by the Honorable State and Central Governments from time to time. At the Plant level, Operations had been undertaken keeping all requisite considerations of Health and Safety at the forefront.

FINANCIAL PERFORMANCE:

During the F.Y. 2025-26 (standalone) the Company had reported Turnover/Revenue from operation of Rs. 8771.92 Lakhs as against Rs. 8342.11 Lakhs in the F.Y. 2024-25 increased by 5.15 %, Profit before depreciation and Finance Cost (before the exceptional item) increased by 14.33%. During the year 2025-26 there is a Profit before Tax (before exceptional item) of Rs. 250.44 Lacs and Loss before Tax (after exceptional item) of Rs. 707.81 Lacs as compared to Profit before Tax of Rs. 40.60 Lacs only (there was no exceptional item in FY 2024-25) during the FY 2024-25. During the year 202526 there is Loss after Tax of Rs. 530.21 Lakhs as against Profit after Tax of Rs. 20.51 Lakhs in previous F.Y. 2024-25. The Company has reassessed the recoverability of outstanding balances from its foreign subsidiary company and based on managements evaluation of the subsidiarys financial position and recoverability prospects, the Company has provided for an amount of Rs. 946.66 Lakhs in the books of account during the 4^th quarter/year ended 31.03.2026 of FY 205-26 and disclosed the same as an "Exceptional Item" in the financial results for the said period,.

During the FY 2025-26, Other Comprehensive loss of Rs. 51.73 Lakhs as compared to Other Comprehensive Loss of Rs. 59.35 Lakhs in previous F.Y. 2024-25.

During the F.Y. 2025-26, the Company had reported on a consolidated basis, the total revenue from the operation of Rs. 8771.92 Lakhs, Profit before depreciation and Finance Cost of Rs. 1494.46 Lakhs, Profit before tax of Rs. 223.00 Lakhs and Profit after Tax of Rs. 400.60 Lakhs and other Comprehensive loss of Rs. 146.95 Lakhs.

The Management of the Company is committed to improve the performance in the coming year to achieve better production, sales and profit by using the optimum product mix and explore new avenue to achieve overall growth of the Company. Further there is no change in the nature of the business of the company.

FOREIGN WHOLLY OWNED SUBSIDIARY AND SUBSIDIARY OF THE COMPANY

During the year the company had Wholly Owned Subsidiary namely "Sunil Healthcare North America LLC" in the United States of America, which was registered on 26^th July, 2016 and a subsidiary namely "Sunil Healthcare Mexico SA DE CV"" in the city of San Luis Postosi, Mexico, United Mexican States, which was registered on 1^st February, 2017.

DETAILS OF SUBSIDIARIES PERFORMANCES

Pursuant to the provision of Section 129 (3) of the Companies Act 2013, a statement containing salient features of financial statement of subsidiaries in FORM AOC-1 is attached herewith and marked Annexure A. In accordance with section 136 of Companies Act 2013, the separate financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the registered office of the Company during working hours for period of 21 days before the date of Annual General Meeting. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

EXPANSION OF THE PROJECT

The Company has its production capacity of manufacturing of Empty Hard Capsule shell of 13 billion p.a. since financial year 2017-18. During the year 2021-22, the Production Capacity of manufacturing of Empty Hard Capsule shell increased to 15.00 billion p.a..

TRANSFER TO RESERVE

During the year the Company did not transfer any amount in Reserve.

DIVIDEND

With a view to finance the business activities being carried out by the company from internal accrual for the growth of the Company, the Directors of the Company did not recommend any dividend for the year ended March 31,2026.

SHARE CAPITAL

During the year under review the Company has authorised capital of Rs. 17,00,00,000/- divided into 1,08,00,000 (One Crore Eight Lakhs) equity shares of Rs.10/- (Rupees Ten) each and 620000 (Six lakhs and twenty thousands) Redeemable Non-cumulative and Non-participatory preference Shares of Rs.100/- (Rupees Hundred) each.

The paid up Share Capital of the Company as on March 31,2025 was Rs. 16,07,97,500 divided into Rs. 10,25,47,500 Equity share capital and Rs. 5,82,50,000 of 0.01% Redeemable Non-cumulative and Non-participatory preference Shares (RPS).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CESSATION

Pursuant to Provisions of Section 152 of the Companies Act, 2013, Mr. Sanjay Kumar Kaushik, Non-Executive Director (DIN: 00329013), retired as Non-Executive Director and, being eligible, offers himself for re-appointment as NonExecutive Director of the Company liable to retire by rotation.

Except above, during the financial year 2025-26, no Directors/KMPs retired or ceased their office.

APPOINTMENT/ RE-APPOINTMENT

During the Financial year 2025-26 there was no such appointment/re-appointment of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

During the reporting period, pursuant to the provisions of Section 149(7) of the Companies Act, 2013, all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2025-26, the Board of Directors met out five times on 29.05.2025, 30.07.2025, 04.11.2025, 06.02.2026 and 31.03.2026. The details of attendance of each director at the Board Meeting are provided in the Corporate Governance Report in Annexure-G, which is part of Annual Report.

MEETING AND COMPOSITION OF COMMITTEES OF THE BOARD

The details of meetings, composition and attendance of each member of the committee at the committee meetings are provided in the Corporate Governance Report in Annexure-G, which is part of the Annual Report.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

AUDITOR AND AUDITORS REPORT

STATUTORY AUDITOR

M/s. Singhi & Co., Chartered Accountants, having Firm registration no. 302049E, was appointed as Statutory Auditors of the company by the shareholders at its 48^th Annual General Meeting held on September 28, 2022 for the first term of five consecutive years starting from conclusion of 48^th Annual General Meeting till the conclusion of 53^rd AGM to be held in the year 2027.

AUDITORS REPORT

The Auditors Report on standalone and consolidated financial statements for the year 2025-26 forming part of the Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company appointed M/s ATCS & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company for financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31,2026 is annexed herewith and marked as Annexure B to this Report. The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter

SECRETARIAL AUDITOR

Based on the recommendations of the Audit Committee and the Board of Directors of the Company, shareholders of the Company at their 51^st Annual General Meeting (AGM) held on 29^th September 2025, have appointed M/s ATCS & Associates, Company Secretaries, Jaipur (Independent Firm of Company Secretaries) having Unique Identification No. P2017RJ063900 issued by The Institute of Company Secretaries of India and Peer Review Certificate (No. 3381/2023) as a Secretarial Auditors of the Company for a term of five consecutive years from the conclusion of 51^st AGM until the conclusion of the 56^th AGM of the Company and from the FY 2025-26 upto FY 2029-30 in compliance with Section 204 of the Companies Act, 2013 read with rues made thereunder and the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the statutory amendment(s) thereof from time to time.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the maintenance of cost audit records is not applicable on the Company.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Internal Audit Records maintained by the Company.

The Board had already appointed Agarwal S. Lal & Co., Chartered Accountants as Internal Auditors to undertake the Internal Audit of the Company for the financial year 2025-26.

Further, the appointment of M/s. Agarwal S. Lal & Co., Chartered Accountants as Internal Auditors for financial year 2026-27 was approved by the Board upon the recommendation of the Audit Committee upon such terms and conditions as mutually agreed, in its meeting held on 29.05.2026.

ANNUAL RETURN

The Annual Return for Financial year 2024-25 can be accessed at https://www.sunilhealthcare.com/photos/shares/ new-investor-pdf/annual-return-mgt-7-compressed.pdf

The draft Annual Return for financial Year 2025-26 can be accessed at https://www.sunilhealthcare.com/investor/ annual-return-mgt

FRAUD REPORTING

There were no frauds found which have been reported to the Audit Committee / Board members as well as to the Central Government.

PARTICULARS OF RELATED PARTY TRANSACTIONS

All the related party transactions which were repetitive in nature, entered on arms length basis in the ordinary course of business and compliance with Section 188 (1) of the Companies Act 2013 read with rules made there under, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Law. During the year under review, no related party transaction as referred under Section 188 of the Companies Act, 2013 were entered except the transaction on an arms length basis and in the ordinary course of business. Particulars of all such contracts and arrangements with Related Parties are given in the prescribed Form AOC-2 as appended as Annexure C to this Report. Further Complete Disclosures of all related party transactions are given in Note no. 41 to Notes to Financial Statements as per the provisions of IND-As 24. There was no related party transaction which is in conflict with the interest of the Company. The policy on the Related Party Transaction are available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/7384policy- on-materlity-of-related-transaction-and-dealing.pdf

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as Amendment from time to time appended as Annexure D to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE

EARNINGS & OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement given in the Annexure E forming part of this report.

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2025-26, the assets of the Company were adequately insured against the loss of fire and earthquake. In addition to this coverage, a statutory public liability insurance policy has been taken to cover by Company for providing against the public liability arising out of industrial accident for employees working in plant. The provision of Risk Management under Regulation 21 (5) of the SEBI (Listing Obligation & Disclosure Requirement), Regulation, 2015, is not applicable on the Company but the Company has voluntarily constituted a Risk Management Committee.

The Risk Management Committee consists of three members as on March 31,2026 viz. Mr. Rakesh Mohan, Chairman, Mr. Sanjay Kaushik, Member, and Mr. Harish Pal Kumar, Member. The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Boards Report.

CORPORATE SOCIAL RESPONSIBILITY

The main objective of the Companys CSR policy is to lay down guidelines for the Company to make CSR a business process for sustainable development of the society at large. It aims to enhance and implement the society welfare measures by the Company in a well structural manner on short and long term basis with a vision of making Sunil Healthcare Limited to act as Good Corporate Citizen. CSR is an evolving concept at Sunil Healthcare Limited, its been there since incorporation, we have promised to ourselves to take up the responsibility of ensuring a healthy ecosystem. SHLs CSR program is anchored on the continuing commitment to improve the quality of living conditions and opportunities for the differently able without regard to their faith, origin or gender. The terms of reference of the CSR Committee are given in the Corporate Governance Report. The details of CSR Policy of the Company also available on the website of the Company at website of Company at https://www.sunilhealthcare.com/uploads/ filemanager/3496CSRPolicy_13082018.pdf.

As a part of its initiative under Corporate Social Responsibility (CSR), your Company has undertaken CSR activities, projects and programmes broadly in accordance with Schedule VII of the Companies Act, 2013, applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2025-26 read with the Companys CSR Policy. The CSR activities as detailed in Note No. 34(b) of the financial statements have been carried out primarily in and around the local areas where the Company operates and nearby localities. The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments and applicable rules to the extent applicable on the company.

The Annual Report on CSR activities giving brief outline of the Companys CSR Policy and CSR initiatives undertaken during the year under review in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is set-out in Annexure-F which is attached hereto and forms a part of the Directors Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 and other applicable regulation of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with Statutory Auditors Certificate as required by the Listing Regulation confirming its compliance with the corporate governance requirement are appended as Annexure G to this Boards Report.

WHISTLE BLOWER POLICY/ VISIL MECHANISM

During the year there was no case filed under this policy. The details of this Policy are stated in the Corporate Governance Report and also available on the website of the Company at web link https://www.sunilhealthcare.com/ uploads/filemanager/7626q-1.pdf.

DISCLOSURE UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on prohibition of Sexual harassment of employees in the Company in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Composition of SHLs Internal Complaint Committee (ICC): The ICC was reconstituted with effect from 13.08.2024. As on March 31,2026 the Composition of ICC was as under

1. Mrs. Rekha Gupta - Presiding officer

2. Mr. Vijay Kumar Puniyani- Independent Member

3. Mrs. Anita Kaul- Member

4. Mr. Ravi Shankar Sharma, Independent Member

ICCs Report on the complaints from January 01, 2025 to December 31,2025:

a) Number of complaint received during year : NIL

b) Number of complaint disposed off : NIL

c) Number of cases pending for more than 90 days : NIL

d) Number of workshop or training programme organized against sexual harassment : 1 (08.12.2025)

e) Nature of action taken, if any, by the Company : NOT APPLICABLE

The Policy on Prohibition of Sexual harassment of employees is available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/2327sexual-Harassment-policy.pdf

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated a criterias for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees. The brief of Nomination & Remuneration Policy is stated in the Corporate Governance Report in Annexure-G and also full Nomination & Remuneration policy is available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/8333NOMINATION%20AND%20 REMUNERATION%20POLICY-130820018.pdf.

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration and other committees as per the Board Evaluation policy, which is available at website of the company at web link https://www. sunilhealthcare.com/photos/shares/investor-relation-new-pdf/board-evaluation-policy.pdf

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors

The outcome of the Board Evaluation for Financial year 2024-25, which was carried out in financial year 2025-26 was as under:

(i) All Non-Independent Directors

Mr. Anil Kumar Khaitan: 4.00 (Exceeds Expectation), Mr. K V Rajan: 3.83 (Exceeds Expectation), Mr. Sanjay Kumar Kaushik: 3.50 (Meets Expectation).

(ii) Independent Directors

Mr. H P Kumar: 4.00 (Exceeds Expectation) in Part A & Part B, Mr. Rakesh Mohan: 4.00 (Exceeds Expectation) in Part A & Part B, Mrs. Mudita Chaturvedi: 3.67 (Exceeds Expectation) in Part A & 3.5 (Meets expectation) in Part B, Mr. Bejon Kumar Misra: 4.00 (Exceeds Expectation) in Part A & Part B. Mr. Jai Prakash Singh: 4.00 (Exceeds Expectation) in Part A & Part B.

(iii) The Chairman and Managing Director.

The results of the Evaluation of The Chairman and Managing Director was 4.00 (Exceeds Expectation).

(iv) The Board as whole.

The results of the Evaluation of performance of the Board as whole was 4.00 (Exceeds Expectation)

(v) The Audit Committee and Nomination and Remuneration Committee.

The result of the evaluation of performance of the Audit Committee and Nomination and Remuneration Committee were 4.00 (Exceeds Expectation) and 4.00 (Exceeds Expectation) respectively.

The Board Evaluation of Financial year 2025-26 will be carried on during the financial year 2026-27.

INDEPENDENT DIRECTORS MEETING

During the year under review, one meeting of the Independent Directors of your Company was held on 13.03.2026 without the presence of any member of Management. The Meeting are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of NonIndependent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess 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.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

PUBLIC DEPOSIT

Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Further the Company had invested in its subsidiaries viz. Sunil Healthcare Mexico SA.De. CV. 2,999 Equity Shares (2,999 shares of MXP1) and in Sunil Healthcare North America LLC 2,000 Equity Shares of US$10/- each . Total value of Unquoted Investment as on March 31, 2026 was Rs. 0.10 lakhs.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There are no change and commitments which 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 i.e. 31.03.2025 and the date of report 29.05.2026.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, audit, Transfer and Refund), Rule, 2016 ("The Rules") Unpaid/Unclaimed Dividend are required to be transferred by the Company to Investor Education & Protection fund (The IEPF) established by the Central Government after the completion of seven years. Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. However, the company did not declare dividend after 2008-09. The Company has transferred the unpaid or unclaimed dividend for the financial year 1999-2000 to 2008-09 as per the relevant provision of the Companies Act 2013. Thereafter, the Company did not declare any dividends. Further, those shareholders, whose dividends were transferred in IEPF Account may still claim refund by filing refund application in form IEPF-5, after filing form printout of the same to be submitted alongwith indemnity bond, acknowledgment, self- attested form and other necessary documents as mentioned in detailed procedures for claiming refund at IEPF portal http://www.iepf.gov.in/IEPF/refund.html. for verification purpose to the Mr. Satyendu Pattnaik, Company Secretary, The Nodal Officer, Vijay Tower, 38E/252-A, Shahpur Jat, Panchsheel Park Commercial Complex, New Delhi-110049, contact no. 011-49435555. The details of unpaid dividend are provided on our website at www.sunilhealthcare.com

SECRETARIAL STANDARD

During the reporting period 2025-26 your Company has complied with the Secretarial Standard 1 and 2 issued by the Institute of Companies Secretaries of India, which were made applicable with effect from 01.07.2015 and amended from time to time.

CREDIT RATING: The details of credit rating assigned by CARE Ratings Limited, credit rating agency during the financial year 2025-26 are as under:

Facilities/instruments	Amount (Rs. in Crores)	Rating	Rating Action
1. Long-term Bank facilities	38.85 (reduced from 40.10)	CARE BB+; Stable (Triple B Plus; Outlook: Stable)	Downgraded from CARE BBB-; Negative
2. Short- term Bank facilities	18.85	CARE A4+	Downgraded from CARE A3
Total facilities	57.70 (Rupees Fifty Seven Crores and Seventy Lakhs Only)

Note:

• During the financial year 2025-26, the company did not issue any securities, deposit, and commercial papers etc. which require credit rating by credit rating agency.

LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed at The Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange (CSE). The Annual Listing fees to BSE and CSE for the financial year 2026-27 were paid on April 13, 2026 and May 23, 2026 respectively. Annual Custodian fees to NSDL and CDSL for the financial year 2025-26 were paid on May 16, 2026 and May 23, 2026 respectively.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that During Financial year 2025-26:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures.

II. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the that period.

III. The directors 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.

IV. The directors had prepared the annual accounts on a going concern basis.

V. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

MATERNITY BENEFIT COMPLIANCE

During the year under review, your Company has duly complied with all applicable provisions of the Maternity benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements related to maternity leave, benefits, and workplace support. This compliance reflects the organizations commitment to upholding employee welfare and adhering to labour laws designed to protect the rights of working mothers.

STATUTORY DISCLOSURES:

During the reporting Financial Year 2025-26, your Directors state that there being no transactions were done with respect to the following items, hence, no disclosure or reporting is required:

1. Deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of Equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to the Employees of your company under any scheme.

4. The Managing Director of your company did not receive any remuneration or commission from any of the subsidiaries.

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

6. Buy Back of shares.

7. The Company has neither filed any application under the Insolvency and Bankruptacy Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement with respect to any loans from banks or financial institutions.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI Prohibition of Insider Trading) Regulations, 2015, which was amended from time to time. All Directors, employees and other designated persons and their relatives, who could have access to unpublished price sensitive information of the Company, are governed by this Code. The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material events as per the code. During the year under review there has been due compliance with the code.

CEO AND CFO CERTIFICATION

In terms of Part B of Schedule II of Listing Regulations, the CEO/ D and the CFO of the Company certify to the Board regarding review of the financial statements, compliance with the accounting standards, maintenance of internal control systems for financial reporting and accounting policies, etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Provision of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 and in compliance of the provision of Companies Act -2013 a Management Discussion and Analysis Report is appended to this report.

INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish to place on record their appreciation of the cooperation and contribution made by the employees at all levels.

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the provisions of the first proviso to Section 136(1) of the Act read with guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding/conducting of General Meetings/Annual General Meetings vide General Circular Nos. 14/2020 dated 8^th April, 2020, 17/2020 dated 13^th April, 2020, 22/2020 dated 15^th June, 2020, 33/2020 dated 28^th September, 2020, 39/2020 dated 31^st December, 2020, 10/2021 dated 23^rd June, 2021, 20/2021 dated 8^th December, 2021, 3/2022 dated May 05, 2022, No. 10/2022 dated December 28, 2022, No. 09/2023 dated September 25, 2023, No. 09/2024 dated September 19, 2024 and No. 03/2025 dated September 22, 2025 (collectively referred to as the "MCA Circulars") and Circular Nos. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May

12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62, dated May

13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India (SEBI Circulars) and pursuant to Regulation 36 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other circulars be issued from time to time by MCA and SEBI, the Annual Report for financial year 2025-26 and other communications will be sent only to those members, whose email id are registered with the Company/ RTA/Depositories as on cutoff date for sending notice of AGM through electronic mode only. The Member may note that no printed Annual Report for financial year 2025-26 would be issued except requested specifically. Further, a letter providing a weblink for accessing the Notice of 52^nd AGM and Annual Report for FY 2025-26 shall be sent to those Members who have not registered their email address.

The Members who had joined the Company as member after cut off date for sending notice to members till 7 days prior to date of Meeting) may write to cs@sunilhealthcare.com, rta@sunilhealthcare.com or lalitap@alankit.com.

The Members may note that the Notice of the 52^nd AGM alongwith the Annual Report for financial year 2025-26 will also be available on the Companys website at www.sunilhealthcare.com, website of the Stock Exchange at www. bseindia.com on the website of the E-voting and Video conferencing Agency.

CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENTS:

Your Board place on record their appreciation for the overwhelming co-operation and assistance received from the Companys esteemed Shareholders, valued Customers, Suppliers, Business Associates, Bankers, Vendors, various Financial Institutions, the State and Central Government Bodies, Auditors and Legal Advisors for their valuable contribution and continued support and to all the persons who reposed faith and trust in Company.

Your Board also place on record their appreciation to its employees for their dedicated service and firm commitment to the goals of the Company, without their commitment and hard work, Companys consistent growth was not possible.