Tejnaksh Healthcare Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present their Boards Report highlighting the business and operations of Tejnaksh Healthcare Limited together with the Audited Standalone and Consolidated Financial Statements of your Company for the financial year ended March 31, 2026

1. Financial Performance:-

The financial performance of the Company for the Year ended 31^st March, 2026 is as summarized below:-

(In Lakhs)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	717.72	879.31	1078.69	1289.71
Other Income	37.42	35.73	39.30	40.43
Total Revenue	755.14	915.04	1117.99	1330.14
Cost of materials consumed/Purchases/Changes in SIT	45.41	64.92	101.78	128.67
Employee benefits expense	77.69	76.91	139.28	152.63
Finance costs	13.17	37.60	9.56	37.62
Depreciation and amortization expense	131.32	78.84	142.81	90.99
Other expenses	308.99	290.38	559.94	601.09
Total expenses	576.58	548.65	953.37	1011.00
Profit Before Tax	178.56	366.39	164.62	319.14
Current Tax	42.12	74.76	42.12	74.74
Deferred tax charge/(credit)	(2.61)	20.90	1.07	10.36
Adjustment of tax relating to earlier year	1.07	8.58	3.32	10.99
Net Profit / (Loss) for the year	137.98	262.15	118.11	223.05
Earnings per equity share (Face value 5 per equity share)
Basic earnings per equity share	0.68	1.29	0.61	1.15
Diluted earnings per equity share	0.68	1.29	0.61	1.15

2. Performance Review:-

During the year under review, your Companys Standalone revenue for FY 2025-26 was Rs. 717.72 lakhs, as compared to the previous years revenue of Rs. 879.31 Lakhs. The Profit after tax (PAT) for FY 2025-26 was Rs. 137.98 lakhs, as compared to the previous years PAT of Rs. 262.15 Lakhs.

3. Capital Structure:-

During the year under review, there is no change in the Share Capital of the Company. The Authorised Share Capital of the Company is Rs. 15,50,00,000 Rupees Fifteen Crore Fifty Lakhs) divided into 3,10,00,000 (Two Crore Ten Lakhs Only) Equity Shares of Rs.5/- each. The paid up share capital of the Company is 10,15,68,000 (Rupees Ten Crore Fifteen Lakhs Sixty Eight Thousand) divided into 2,03,13,600 (Two Crore Three Lakh Thirteen Thousand Six Hundred only) Equity Shares of Rs. 5/- each.

During the year under review, the Company has not: i. Bought back any of its securities ii. Issued any Sweat Equity Shares or any iii. Bonus Issue. iv. Issued any equity shares with differential rights as to dividend, voting or otherwise.

During the year under review, the Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

4. DIVIDEND:-

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

5. RESERVE:-

The Company has transferred current years profit of Rs. 137.98 Lakhs to the Reserve & Surplus and the same is in Compliance with the applicable provisions prescribed under the Companies Act, 2013.

6. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company is available on the website at www.tejnaksh.com.

7. SUBSIDIARY COMPANY: -

The Company has one Subsidiary Company in the name of Tej Vedaant Healthcare Private Limited.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Companys subsidiaries are set out in the Form AOC-1, attached herewith as Annexure 1.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this report, the Companys Management consists of the following Directors and Key Managerial Personnel:

Name of the Directors	Designation
1 Dr. Ashish Vishwas Rawandale	Executive Director-Chairperson
2 Dr. Preeti Ashish Rawandale	Non-Executive - Non-Independent Director
3 Mr. Sanjay Bhikajirao Khatal	Non-Executive - Non-Independent Director
4 Mr. Suhas Vasantrao Thorat	Non-Executive - Independent Director
5 Mr. Vijay Bhimsing Pawar	Non-Executive - Independent Director
6 Mrs. Sunita Pravin Pawar	Non-Executive - Independent Director
7 Mr. Ramesh Daulat Kuwar	Chief Financial Officer (CFO)
8 Mrs. Afrin Dildarali Shaikh	Company Secretary & Compliance Officer

The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

APPOINTMENT OF DIRECTORS

Mr. Vijay Bhimsing Pawar (DIN: 07792170) and Mrs. Sunita Pravin Pawar (DIN: 11270960) were appointed as an Non-Executive Independent Director on the Board of the Company pursuant to the provisions of Section 149, 150, 152 and 161 of the Companies Act 2013 for a first term of five consecutive years with effect from September 27, 2025

RE-APPOINTMENT OF DIRECTORS

Mr. Suhas Vasantrao Thorat (DIN: 09241231) was appointed as an Independent Director on the Board of the Company pursuant to the provisions of Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. His first term of 5 (Five) years commenced on August 14, 2021 and is due to expire on August 13, 2026. Therefore, the Nomination and Remuneration Committee of the Board, on the basis of the report of performance evaluation, has recommended the re-appointment of Mr. Suhas Vasantrao Thorat as an Independent Director for a second term of 5 years upto August 12, 2031 subject to approval of members at the ensuing annual general meeting.

RESIGNATION OF DIRECTOR

Mr. Kiran Madhavrao Pawar and Mr. Vikramsinh Patil resigned from the Directorship of the Company with effect from close of business hours of September 30, 2025. The Board placed on record its appreciation of the valuable contribution made by Mr. Kiran Madhavrao Pawar and Mr. Vikramsinh Patil during their tenure with the Company.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provision of section 152 of the Companies Act, 2013, Mr. Sanjay Bhikajirao Khatal, Non-Executive Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting (“AGM”) of the Company, has offered himself for reappointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India are contained in the accompanying Notice convening the ensuing AGM of the Company. An appropriate resolution seeking the shareholders approval to his re-appointment as Director is included in the Notice of AGM.

DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

Further, all the Independent Directors of your Company have confirmed their registration / renewal of registration, in the Independent Directors Databank. All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

During the year under review, none of the Independent Directors of the Company had any pecuniary relationship or transactions with the Company, other than receipt of sitting fees for the purpose of attending meetings of the Board and its committees.

FAMILIARIZATION PROGRAMMES

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates and the business model of the Company etc.

FORMAL ANNUAL EVALUATION:

The Board has formulated a code of conduct policy for formal annual evaluation purpose which has been made by the Board of its own performance and that of its committees and individual directors.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE

PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board after taking the Independent Directors respective declarations/disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualification(s), experience, expertise, hold highest standards of integrity and are independent of the management of the Company.

9. DIRECTORS RESPONSIBILITY STATEMENT:- Your Directors state that:

a) In the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments& estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the Profit of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

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

f) 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.

10. BOARD AND COMMITTEE MEETING:

The Board of Directors met Eight (8) times during the financial year 2025-26. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board of Directors of the Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of these Committees is in compliance with the applicable laws. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Risk Management Committee; The details with respect to the composition, terms of reference, number of meetings held and business transacted by the aforesaid Committees are given in the “Corporate Governance Report” of the Company which is presented in a separate section and forms a part of the Annual Report.

11. PARTICULARS OF EMPLOYEES:-

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel), 2014 has been appended as Annexure 2 to this Report. The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure

2. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

12. AUDITORS :

I. STATUTORY AUDITORS:-

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W), the Statutory Auditors of the company shall hold office from the conclusion of the 17th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting of the company at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors, as recommended by the Audit Committee.

Statutory Auditors Report

The Report given by the Statutory Auditors on the Financial Statements of the Company is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report.

Details in respect of frauds reported by Auditors

During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

II. SECRETARIAL AUDITORS : -

In terms of the amended provisions of Regulation 24A of the SEBI Listing Regulations, the Members of the Company had approved appointment of CS Nandish Dave (Prop. Of N S Dave and Associates), as the Secretarial Auditors of the Company for a term of five (5) consecutive years from Financial Year 2025 26 to Financial Year 2029 30, at the remuneration as mutually agreed between the Board and Auditor at the 18th Annual General Meeting held on September 27, 2025.

Secretarial Audit Report

CS Nandish Dave (Prop. Of N S Dave and Associates) conducted Secretarial Audit pursuant to the provisions of Section 204 of the Act and submitted the Secretarial Audit Report for the Financial Year ended March 31, 2026. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act. The Secretarial Audit Report is annexed herewith as Annexure - 3 to this Report.

Further, the subsidiaries of the Company are not material subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI Listing Regulations as amended, do not apply to such subsidiaries.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from CS Nandish Dave, Secretarial Auditors.

Details in respect of frauds reported by Auditors

During the year under review, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

III. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. Kapil Tulsani & Associate, Chartered Accountants was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2025-26.

IV. COST AUDITORS:

Maintenance of Cost Records In terms of provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost accounting records and is not required to get its cost accounts audited.

13. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY:-

The Company has not given any loan or provided any security or guarantee which are covered under the provisions of Section 186 of the Act during the year under review. The details of investments made by the Company under Section

186 of the Act forms part of this Integrated Annual Report and are given in the Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2026.

16. DEPOSITS

Your Company has not accepted any public deposit and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

17. BOARD EVALUATION;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners; 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. The performance of the committees 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. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entities excluding the independent director being evaluated.

18. RISK MANAGEMENT POLICY:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

19. INTERNAL FINANCIAL CONTROLS

Your Company has a defined system of internal controls for financial reporting of transactions and compliance with relevant laws and regulations commensurate with its size and nature of business. The Company also has a well defined process for ongoing management reporting and periodic review of businesses.

There is an active internal audit function carried out entirely by M/s Kapil Tulsani & Associate, Chartered Accountants, an external Chartered Accountant firm. As part of the efforts to evaluate the effectiveness of internal control systems, the internal audit department reviews the control measures periodically and recommends improvements, wherever appropriate.

The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Based on their recommendations, the Company has implemented a number of control measures both in operational and accounting related areas, apart from security related measures.

20. CORPORATE SOCIAL RESPONSIBILITY:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has formulated a comprehensive policy on Prevention, Prohibition and Redressal against Sexual Harassment of Women at Workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The said policy has been made available on the internal portal of the Company.

During the year, the Company has not received any complaint under the Policy. a) Number of complaints of sexual harassment received in the year NIL b) Number of complaints disposed-off during the year NIL c) Number of cases pending for more than 90 days NIL

22. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned	- Rs. Nil
Foreign Exchange Used	- Rs. Nil

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

All Related Party Transactions (“RPTs”) during the Financial Year 2025-26, were reviewed and approved by the Audit Committee and were on arms length basis and in the ordinary course of business. There were no material transactions with Related Parties during the year as per the last Audited Financial Statements. Accordingly, the disclosure of transactions entered into with Related Parties pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is annexed to this Report.

25. PREVENTION OF CODE OF CONDUCT: -

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading securities by the Directors and designated employees of the Company. The details of the Code of Conduct for Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

26. WHISTLEBLOWER POLICY:

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The details of the Whistle Blower Policy of your Company are set out in the Corporate Governance Report which forms part of this report.

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report i.e Annexure 4, which forms part of this Report.

28. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance with conditions of Corporate Governance, as required under SEBI Listing Regulations forms an integral part of this Report and is annexed herewith as Annexure 5

29. OTHER DISCLOSURES

During the year: a. the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961; b. no applications have been made by the Company under the Insolvency and Bankruptcy Code. c. disclosures relating to difference between the amount of the valuation in case of one-time settlement is not applicable. d. there was no change in the nature of business

30. ACKNOWLEDGEMENT: -

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

	On behalf of the Board of Directors,
	For Tejnaksh Healthcare Limited
	Sd/-
	Dr. Ashish Vishwas Rawandale
	Chairman
Place: Mumbai,
Date: May 30, 2026