Thyrocare Technologies Ltd Directors Report

RESERVES

During the financial year under review, the Company transferred an amount of Rs. 196.25 crores from Retained Earnings to the General Reserve. The opening balance of the General Reserve as at the beginning of the financial year was Rs. 9.17 crores.

Further, during the year, the Company capitalized a sum of Rs. 106.11 crores out of the amounts standing to the credit of the Capital Redemption Reserve (Rs. 0.96 Cr), Securities Premium Account (Rs. 78.09 Cr.), and General Reserve (Rs. 27.06 Cr.), for the purpose of issuance and allotment of Bonus Equity Shares of Rs. 10 (Rupees Ten only) each to the eligible shareholders of the Company.

Consequently, the closing balance of the General Reserve as at March. 31, 2026 was Rs. 178.36 crores.

CHANGES IN SHARE CAPITAL OF THE COMPANY

The Authorised Share Capital of the Company as on March. 31, 2026 was of Rs. 3,00,00,00,000/- (Rupees Three Hundred Crores only) comprising of 30,00,00,000 (Thirty Crores) Equity Shares having face value of Rs. 10/- (Rupees Ten only) each.

During the financial year 2025-26, the Authorised Share Capital of the Company was increased from Rs. 1,00,00,00,000 (Rupees One Hundred Crores only) to Rs. 3,00,00,00,000 (Rupees Three Hundred Crores only).

Further the Issued, Subscribed and Paid-up equity share capital of the Company as on March. 31, 2026 was of Rs. 1,59,16,53,150 /- (Rupees One Hundred Fifty Nine Crores Sixteen Lakhs Fifty Three Thousand One Hundred Fifty only) comprising of 15,91,65,315 (Fifteen Crores Ninety One Lakh Sixty Five Thousand Three Hundred Fifteen) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.

The summary of changes in Issued, Subscribed and paid-up Equity Share Capital (Equity shares of face value of rupees ten each, fully paid-up) during the financial year 2025-26, is as under:

Bonus Issue

During the year under review, the Board of Directors, at its meeting held on October 14, 2025, approved and recommended the issuance of Bonus Equity Shares in the ratio of 2 (Two) new fully paid-up Equity Shares of RS. 10/- (Rupees Ten Only) each for every 1 (One) existing Equity Share held by the shareholders as on the Record Date, i.e., November 28, 2025 in the Company.

The aforesaid issue of Bonus Shares was approved by the shareholders through Postal Ballot, the results of which were declared on November 16, 2025, being the last date of e-voting for the Postal Ballot Notice dated October 14, 2025.

Pursuant to the aforesaid approval of shareholders, the Company allotted 10,61,07,794 fully paid-up Bonus Equity Shares of RS. 10/- (Rupees Ten Only) each.

Public Deposits

The Company has not accepted any deposits from the public/ members during the year under review and accordingly no amount on account of principal or interest on public deposits was outstanding as on March. 31, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

The Board comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

a) Changes in Directors and KMP

During the financial year under review, in accordance with the provisions of the Act and the rules made thereunder, the following changes occurred in the constitution of the Board of Directors and Key Managerial Personnel (KMPs) of the Company:

1. Mr. Hardik Kishor Dedhia (DIN: 06660799) has stepped down from the position of Directorship of the Company with effect from July 24, 2025.

2. Mr. Alok Kumar Jagnani has resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of business hours on July 23, 2025.

3. Mr. Alok Kumar Jagnani (DIN: 00644360) has been appointed as an Additional Director in the Category of Non- Executive and Non-Independent Director of the Company with effect from July 24, 2025 and subsequently his appointment was approved by the Members of the Company through Postal Ballot on September 26, 2025, being last date of e-voting for Postal Ballot.

4. Mr. Vikram Gupta was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from July 24, 2025.

Further, after the closure of FY 2025-26, following are the changes in the Board of Directors and KMPs of the Company:

1. Mr. Dharmil Nirupam Sheth (DIN: 06999772) has stepped down from the position of Directorship of the Company with effect from close of business hours of May 07, 2026.

2. Dr. Dhaval Rajesh Shah (DIN: 07485688) has stepped down from the position of Directorship of the Company with effect from close of business hours of May 07, 2026.

3. The Board of Directors, at its meeting held on May 07, 2026, considered and approved the following matters:

• Appointment of Mr. Gaurav Verma (DIN: 11692586) as an Additional Director in the category of Non-Executive Non-Independent

Director with effect from May 08, 2026, liable to retire by rotation.

• Appointment of Mr. Uday Patel Kadam (DIN: 09277168) as an Additional Director in the category of Non-Executive Non-Independent Director with effect from May 08, 2026, liable to retire by rotation.

• Recommendation for the re-appointment of Mr. Rahul Franklin Guha (DIN: 09588432) as the Chairman, Managing Director & Chief Executive Officer of the Company for a further term of 5 (five) years from May 04, 2027 to May 03, 2032 (both days inclusive), subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. He shall not be liable to retire by rotation during the aforesaid term.

b) Composition of Board of Directors and KMPs Board of Directors

As on March. 31, 2026, the Board of Directors of the Company comprised of 9 (Nine) Directors, including 1 (one) Managing Director (Professional who is also an Executive Chairman of the Board), 3 (three) Non-Executive & Non-Independent Directors, and 5 (five) Non-Executive & Independent Directors (including two Independent Women Directors) as detailed hereunder:

The composition of the Board of Directors of the Company is in accordance with Section 149(4) of the Act and Regulation 17 of the SEBI LODR Regulations. In terms of the provisions of Sections 2(51) and 203 of the Act, the Company had all 3 (three) KMPs in place as on March. 31, 2026.

During financial year 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

Declaration by Independent Directors

During the financial year under review, all the Independent Directors of the Company have given their respective declaration(s) of independence in terms of Section 149(6) & (7) of the Act and Regulation 16(1)

(b) of the SEBI LODR Regulations that he / she is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence. The Independent Directors have complied with the Code of Conduct prescribed in Schedule IV to the Act and the Company has received affirmation for the same from all the Independent Directors. The Independent Directors of the Company have enrolled themselves with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board of Directors have taken on record declaration and confirmation made by the Independent Directors. Further, the Board of Directors of the Company has satisfied itself and is of the opinion that the Independent Director(s) possess relevant expertise and experience (including the proficiency) and are persons of integrity.

Based on the declaration received from the directors, none of the directors are disqualified under Section 164(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as director as of March. 31, 2026.

The Company undertakes various initiatives to familiarise the Independent Directors with the Company, including its business model, strategic

plans, operations, industry dynamics, and regulatory environment.

The Independent Directors are periodically updated through presentations at Board and Committee meetings on key aspects such as business performance, operational developments, industry trends, risks and opportunities. Familiarisation programmes are also conducted separately, as and when required, to enable Independent Directors to gain deeper insights into the Companys functioning.

Key Managerial Personnel

As on March. 31, 2026, following are Key Managerial Personnel of the Company in terms of the provisions of Sections 2(51) and 203 of the Act:

c) Directors Liable to retire by Rotation

Mr. Alok Kumar Jagnani (DIN 00644360) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, he has offered himself for re-appointment, on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard - 2 on General Meetings relating to Mr. Alok Kumar Jagnani (DIN 00644360) are included in the Notice of AGM.

d) Performance Evaluation

The Board adopted a formal mechanism for evaluating its performance, as well as that of its Committees and individual Directors, including the Chairperson of the Board.

The evaluation of the Board, Board Committees and Directors was carried out in accordance with the provisions of the Act, SEBI LODR Regulations and Guidance Note issued by SEBI in this regard. Questionnaires were circulated to all the directors

for their feedback on Board, Board Committees, Chairman of the Board and other directors for evaluation. Meeting of the Independent Directors were held on July 31, 2025 and January 20, 2026, where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors including Executive Directors. The Nomination and Remuneration Committee and Board of Directors, at their meeting held on January 28, 2026, also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors.

e) Number of meetings of the Board of Directors

The Board of Directors met 4 (four) times during financial year 2025-26. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report, which forms part of this Report.

f) Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, and to the best of their knowledge and belief, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March. 31, 2026, the applicable accounting standards read with the

requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 as of March. 31, 2026, and of the Profit of the Company for the year ended on that date;

(c) the Directors have 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the provisions of Regulation 34(2) (e) of the SEBI LODR Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company is annexed to this Report.

AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Auditors Report

The Members of the Company, at their 21st Annual General Meeting ("AGM") held on June 26, 2021, had approved the appointment of M/s. M S K A & Associates LLP, Chartered Accountants, (Firms Registration No. 105047W), as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the said AGM until the conclusion of 26th AGM of the Company to be held in the year 2026. Accordingly, M/s. M S K A & Associates LLP, will complete their present term on conclusion of 26th AGM in terms of the said approval and Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company with unmodified opinion. The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports.

Further the Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Act.

The Board of Directors of the Company ("the Board"), on the recommendation of the Audit Committee ("the Committee"), have recommended, for the approval of the shareholders, the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the ensuing AGM till the conclusion of the 31st AGM of the Company to be held in the year 2031.

A resolution in this regard for seeking approval of the Shareholders forms part of the Notice of the ensuing AGM.

b) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of SEBI LODR Regulations, the Shareholders of the Company have appointed M/s. Mehta & Mehta, Company Secretaries (Firm Registration No.: MU000019250), to conduct the Secretarial Audit of the Company from financial year 2025-26 to financial year 2029-30.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has formed various Committees to effectively discharge its functions and responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance practices. The terms of reference and the constitution of those Committees are in compliance with the applicable laws.

The Committees of the Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee

The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in detail in the "Corporate Governance Report" which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review, along with the number of meetings attended by the respective Committee members, are also disclosed in the "Corporate Governance Report". The minutes of the Meetings of all Committees are circulated to the Board for its noting. During the year, all recommendations of the Committees of the Board were accepted by the Board.

SUBSIDIARIES,ASSOCIATES AND JOINT VENTURES

I Subsidiary Companies:

As on March. 31, 2026, the Company has 4 (Four) Subsidiaries:

a) Nueclear Healthcare Limited ("NHL")

Nueclear Healthcare Limited is a leading PET-CT imaging network in India, operating across major cities including Mumbai, Delhi, Hyderabad, and Bengaluru. Established in 2011, NHL uses advanced PET-CT and CT technologies for accurate cancer diagnosis, staging, and monitoring. Licensed by the Atomic Energy Regulatory Board, NHL also operates medical cyclotrons to produce essential radioactive biomarkers like FDG, PSMA, and DOPA. Committed to patient care, NHL upholds the highest quality standards in cancer imaging.

In financial year 2025-26, NHL achieved revenue of RS. 44.62 crores, Operating EBITDA of RS. 6.16 crores and PAT of RS. 6.16 crores.

b) Think Health Diagnostics Private Limited ("Think Health")

Think Health is a diagnostic and preventive healthcare service provider specializing in at- home electrocardiogram (ECG) services.

In financial year 2025-26, Think Health recorded a revenue of RS. 0.01 crores, an operating EBITDA of RS. 0.05 crores and a PAT of RS. 0.21 crores.

c) Pulse Hitech Health Services (Ghatkopar) LLP ("Pulse LLP")

Pulse LLP is involved in the business of rendering of various services relating to CT Scan, MRI, diagnosis and other health services.

In financial year 2025-26, Pulse Hitech recorded a revenue of RS. 8.52 crores, an operating EBITDA of RS. 2.41 crores and a PAT of H (0.39) crores.

d) Thyrocare Laboratories (Tanzania) Limited ("Thyrocare Tanzania")

Thyrocare Tanzania operates in the diagnostic and healthcare services sector and was initially established as a joint venture between the Company and the Kastipharm Group, comprising Kastipharm Limited, Mr. Anwar Alnoor Kachra, and Mr. Joseph Philemon Mgaya. With effect from April 01, 2025, Thyrocare Tanzania ceased to be a Joint Venture Company and became a Subsidiary Company pursuant to acquisition of more than majority stake in the Company on June 03, 2025.

In financial year 2025-26, Thyrocare Tanzania reported a revenue of RS. 2.73 crores, an operating EBITDA of H (3.02) crores and a PAT of H (4.53) crores.

II Associate Company:

Equinox Labs Private Limited ("Equinox Labs")

Equinox Labs is Indias Leading expert in Food, Water, Air Testing and Food Safety Audits. Equinox is an FSSAI Notified and NABL Accredited Lab with Clients Across India.

In financial year 2025-26, Equinox Labs recorded a revenue of RS. 43.25 crores, an operating EBITDA of RS. 8.82 crores and a PAT of RS. 4.47 crores.

During the year under review, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys Subsidiaries and Associate Company is given in Form AOC 1 attached herewith as Annexure 3 to this Report.

During the year, your Company has made investment in Thyrocare Tanzania through total equity infusion of USD 6,00,000.

POLICIES, FRAMEWORK AND CONTROLS

a) Risk Management Framework and Policy

The Board of Directors of the Company has in place a Risk Management Policy to ensure sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving various risks associated with the business. The main objective of the Risk Management Policy of the Company is to establish a pro-active approach in foreseeing, evaluating, controlling, mitigating and resolving all kinds of risks associated with the business, so as to ensure sustainable business growth with stability. Your Companys SOPs, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manages associated risks.

The Risk Management Policy enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain up to the Risk Management Committee about how risks are being monitored, managed, assured and improvements are made.

During the year under review, the Committee reassessed its enterprise level risks and related mitigation plan. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

b) Vigil Mechanism (Whistle Blower Policy)

In accordance with the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI LODR Regulations, the Company has established a robust Vigil Mechanism (Whistle Blower Policy). The Company is deeply committed to maintaining the highest standards of ethical, moral, and legal business conduct and strives to provide a respectful and transparent work environment for its employees as well as external stakeholders.

The Vigil Mechanism enables directors, employees, and other stakeholders, including vendors and partners, to report concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases.

During the financial year 2025-26, the Company has not received any whistle blower complaint.

c) Nomination and Remuneration Policy

d) Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the Internal Auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended. During the year, such controls were tested and no reportable material weakness in the design or operation of such systems was observed.

DISCLOSURES

a) Particulars of contracts or arrangements with related parties

All the arrangements or transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and SEBI LODR Regulations.

During the financial year 2025-26, the Company entered into material related party transactions only with its Holding Company, Docon Technologies Private Limited ("Docon"), for which prior approval of the shareholders had already been obtained at the 25th Annual General Meeting. The disclosure of material related party transactions as required under section 134 of the Act in form AOC-2 are set out in Annexure 4 of this report.

Details of the related party transactions form part of the standalone financial statements.

Pursuant to the SEBI LODR Regulations, the resolution for seeking approval of the Shareholders on material related party transactions to be entered in the FY 202627 is being placed at this AGM.

b) Particulars of loans given, investments made, guarantees given, and securities provided

In accordance with Section 186 of the Act, the Company has made total investment of USD 6,00,000 by way of subscription of Compulsorily Convertible Preference Shares in Thyrocare Tanzania.

Further, during the financial year 2025-26, the Company has not granted any loans, guarantees, or securities in connection with any loan to its subsidiaries, joint ventures, associate companies, or any other body corporates or persons.

c) Corporate Social Responsibility

Your Company has formed the Corporate Social Responsibility ("CSR") Committee as per the requirement of the Act. The details of composition of CSR Committee are covered in the "Corporate Governance Report" which forms part of this Report.

The entire amount earmarked for CSR expenditure during the year under review has been fully contributed and effectively utilized towards CSR initiatives.

d) Particulars of employees

Disclosures concerning the remuneration of Directors and KMPs as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 6 to this Report. Your Directors affirm that the remuneration paid to Directors and KMPs is as per the Nomination and Remuneration Policy of the Company.

In accordance with the provisions of Section 197(12) of the Act, and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary and Compliance Officer of the Company at compliance@thyrocare.com.

None of the employees listed in the said Annexure are related to any Director of the Company.

e) Employees Stock Purchase / Option Schemes

The shareholders of the Company had approved the Thyrocare Employees Stock Option Scheme ("ESOS/ Scheme") in the Annual General Meeting ("AGM") held on September 08, 2014, September 26, 2015, which was subsequently modified in the AGM held on August 10, 2023. Pursuant to the said modification, the shareholders authorized the Board of Directors and/or the Nomination and Remuneration Committee to grant stock options to eligible employees until all remaining options under the ESOS are exhausted and the equivalent number of equity shares have been issued and allotted. Further, the Shareholders of the Company have approved extension of ESOS to eligible employees of the Holding and/or Subsidiary Company(ies) of

Thyrocare by way of a Special Resolution passed through postal ballot (Notice dated October 23, 2024) on January 09, 2025.

During the financial year 2025-26, the Company granted 1,00,150 stock options to eligible employees of the Company and/or its subsidiary company. Further, the Company allotted 64,070 equity shares having face value of Rs.10/- (Rupees Ten Only) each to eligible employees pursuant to the exercise of options under the Scheme.

f) Human Resources

Please refer to the paragraphs on Human Resources in the Management Discussion & Analysis section for detailed analysis.

g) Report under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

The Company, as a responsible employer, is committed to maintaining a workplace that is free from all forms of sexual harassment.

It has adopted a Policy on the Prevention of Sexual Harassment at the workplace and has duly constituted an Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company also regularly conducts training and awareness sessions for its employees to promote a safe, respectful, and inclusive work environment.

Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is provided below:

h) Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Pursuant to the provisions of Clause (m) of SubSection 3 of Section 134 of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given out in Annexure 7 to this report.

i) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the SEBI LODR Regulations is annexed to this Report. The Corporate Governance Report also contains certain disclosures required under the Act for the financial year under review.

A certificate from M/s. Mehta & Mehta, Secretarial Auditors of the Company, regarding compliance with the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations, is annexed to the Corporate Governance Report.

j) Business Responsibility and Sustainability Report

As required under the Regulation of 34 (2) (f) of the SEBI LODR Regulations, a separate section on Business Responsibility and Sustainability Report ("BRSR"), describing the initiatives taken by the Company from an Environmental, Social and Governance perspective, is annexed to this Report.

k) Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

l) Annual Return

m) 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.

There are no material changes affecting the financial position of the Company, subsequent to the close of the financial year 2025-26 till the date of this Report.

n) Transfer of unpaid/ unclaimed dividend amount and shares to Investor Education & Protection Fund ("IEPF").

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on 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 of the IEPF Authority.

During the year, the Company has transferred the unclaimed and unpaid dividends and corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the IEPF Authority as per the requirements of the IEPF Rules as detailed below:

o) Details of Shares in Demat / Unclaimed Suspense Account

The Company does not have any shares in the Demat suspense account or unclaimed suspense account.

p) Disclosures pursuant to Clause 5A, Para A, Part A of Schedule III of SEBI LODR Regulations

API Holdings Limited ("API"), the ultimate holding company of the Company, has raised debt through the issuance of secured, unlisted, redeemable, nonconvertible debentures aggregating up to INR 1,700 crores ("Debentures").

In connection with the aforesaid issuance, Docon Technologies Private Limited, a promoter entity of the Company, has created a pledge over 9,69,69,696 equity shares of the Company, in favour of Catalyst

Trusteeship Limited, acting as the Debenture Trustee, to secure APIs obligations under the Debentures.

In relation to the aforesaid Debentures, certain agreements have been executed by the promoter entities of the Company, to which the Company is not a party, inter alia, for the creation of encumbrance over the shares of the Company.

The aforesaid creation of encumbrance over the equity shares of the Company has been duly disclosed to the stock exchanges in compliance with applicable regulations.

q) Change in the nature of business:

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

r) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future:

No significant and material order has been passed by the regulators, courts, or tribunals impacting the going concern status and Companys operations in future.

s) The Code on Social Security, 2020 - Maternity benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

t) Other Disclosures

Your Directors state that no disclosure or reporting

is required in respect of the following matters as

there were no transactions on these items during the

year under review:

• No application has been made, and no proceeding is pending under the provisions of Insolvency and Bankruptcy Code, 2016 during the year against the Company.

• The Company has not made any one

time settlement with any of the bank or financial institution.

• The Company has not issued any equity

shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued any sweat equity shares.

• The Company has not raised any funds

through preferential allotment or qualified institutional placement.

• The Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

Acknowledgements

The Directors wish to convey their appreciation to all the employees of the Company for their contribution towards the Companys performance. The Directors would also like to thank the members, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.