Vasa Denticity Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

VASA DENTICITY LIMITED ("The Company"),

Khasra No. 714,

Village P.O. Chattarpur, South Delhi,

New Delhi-110074

Your directors have pleasure in presenting the Tenth (10th) Annual Report of VASA DENTICITY LIMITED together with the Audited Financial Statements for the financial year ended 31st March 2026, and the Report of the Auditors thereon.

The report highlights the financial performance of the Company, key developments during the year under review, major business operations, changes in the Board or Key Managerial Personnel, statutory compliances, and the way forward.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/STATE OF COMPANYS AFFAIRS

Standalone financial results

		(Rs. in lakh)
Particulars	FY ended 31 March 2026	FY ended 31 March 2025
Revenue from Operations	27,662.34	24,915.29
Other Income	465.40	193.55
Profit before Depreciation, Finance Cost and Tax	1,593.77	2,500.48
Less: Depreciation/Amortisation	178.10	170.54
Profit before Tax, Exceptional Items and Finance Cost	1,415.67	2,329.94
Less: Finance Cost	12.37	0.05
Profit before Tax and Exceptional Items	1,403.30	2,329.89
Add/(Less): Exceptional Items	-	-
Profit before Tax	1,403.30	2,329.89
Less: Tax Expenses (Current, Deferred & Earlier Year)	325.25	620.97
Profit after tax for the year	1,078.05	1,708.92

Consolidated financial results

		(Rs. in lakh)
Particulars	FY ended 31 March 2026	FY ended 31 March 2025
Revenue from Operations	27,887.43	24,936.57
Other Income	451.19	193.55
Profit before Depreciation, Finance Cost and Tax	1,542.96	2,485.84
Less: Depreciation/Amortisation	211.63	172.86
Profit before Tax, Exceptional Items and Finance Cost	1,331.33	2,312.98
Less: Finance Cost	12.37	0.92
Profit before T ax and Exceptional Items	1,318.96	2,312.06
Add/(Less): Exceptional Items	-	-
Profit before Tax	1,318.96	2,312.06
Less: Tax Expenses (Current, Deferred & Earlier Year)	328.24	622.25
Profit after tax for the year before Minority Interest	990.72	1,689.81
Minority Interest	(33.12)	(6.95)
Profit after minority interest	1,023.84	1,696.76

2. KEY FINANCIAL RATIOS (STANDALONE)

S. No. Particulars	FY ended 31 March 2026	FY ended 31 March 2025
1 Current Ratio	8.19	7.711
2 Debt - Equity Ratio	NA	NA
3 Debt Service Coverage Ratio	114.44	NA
4 Return on Equity (ROE)	6.2%	12.9%
5 Trade Receivables Turnover Ratio	24.07	18.25
6 Trade Payables Turnover Ratio	16.04	17.88
7 Net Capital Turnover Ratio	1.89	2.28
8 Net Profit Ratio	3.9%	6.9%
9 Return on Capital Employed (ROCE)	8.11%	18.00%
10 Inventory T urnover Ratio	2.77	3.63
11 Return on Investment	NA	NA

Ratios as per Note 39 of the standalone financial statements (closing-balance basis).

1 Recomputed from the FY25 standalone balance sheet the current ratio is 8.00; the basis of 7.71 is being verified. Debt Service Coverage Ratio is computed as earnings before interest and tax divided by finance cost (Rs.12.37 lakh on working-capital utilisation); the Company had no term-debt service obligations during the year.

3.STATE OF THE COMPANY AFFAIRS, IF ANY.

The Company reported a net profit of INR 1,078.05 lakh on a standalone basis (previous year INR 1,708.92 lakh), while the consolidated net profit attributable to owners stood at INR 1,023.84 lakh (previous year INR 1,696.76 lakh). Revenue grew during the year; profitability declined on account of gross-margin compression in the second half, arising from own-brand stock-outs and rupee depreciation on imported purchases, and higher employee and other expenses as the Company invested in inventory depth, fulfilment capability and the team. The Board considers these to be operational rather than structural factors; corrective actions on own-brand availability, pricing and currency management are underway.

Listed on the SME Platform of the National Stock Exchange (NSE), the Company remains steadfast in adhering to regulatory compliances and proactively embracing best corporate governance practices to foster transparency, accountability, and stakeholder trust. Looking ahead, the Board is optimistic about the Companys future prospects and remains committed to driving sustainable growth while enhancing shareholder wealth through innovation and operational excellence.

4. RESERVE AND SURPLUS

As of March 31, 2026, the Companys reserves and surplus stood at INR 15,512.29 lakhs. This comprises the Security Premium Account balance of INR 11,040.41 lakhs. The ESOP Reserve remained at INR 127.55 lakhs, reflecting the allocation towards employee stock options. The Statement of Profit and Loss account showed a cumulative balance of INR 4,344.33 lakhs, incorporating the opening balance and the profit earned during the year. The robust reserves underscore the Companys strong financial position and prudent management of equity and earnings.

5.INDUSTRY SCENARIO

The Indian dental care industry has been witnessing consistent growth, fuelled by increasing awareness of oral health, a rising middle-class population, and expanding access to dental care services in both urban and semi-urban areas. Advances in dental technologies, growing cosmetic dentistry trends, and improved insurance coverage are further driving demand for modern dental equipment and high-quality consumables. The sector is also benefiting from the growing presence of private dental chains and clinics, as well as a sharp rise in dental tourism due to cost-effective treatment options in India.

The dental equipment and supplies market in India is becoming increasingly competitive, with dental practitioners seeking efficient, reliable, and innovative products to improve patient outcomes and clinic efficiency. In response to this demand, the industry is shifting towards the adoption of digital dentistry, minimally invasive instruments, and premium-quality disposable products, ensuring hygiene and compliance with global standards.

In alignment with this evolving landscape, the Company is actively engaged in supplying a wide range of dental products, instruments, equipment, and consumables to dental clinics, hospitals, and practitioners across India. With a focus on operational excellence, product quality, and customer satisfaction, the Company continues to expand its reach and strengthen its position in the dental supplies market.

The main object of the Company is to carry on the business of manufacturing, importing, exporting, distributing, and dealing in all kinds of medical and surgical products, with a particular specialization in dental instruments, equipment, and consumables.

These include items such as dental syringes, surgical gloves, sterilization kits, diagnostic tools, suction devices, and other essential clinical supplies used in day-to-day dental practice. Through a strong distribution network, commitment to innovation, and adherence to regulatory compliance, the Company aims to support the dental fraternity by delivering high-quality, cost effective, and reliable solutions that meet the evolving needs of modern dentistry.

FUTURE OUTLOOK:

Vasa Denticity Limited remains firmly focused on its vision of becoming a leading and trusted name in the dental products and solutions industry. The Company continues to pursue sustainable growth through a combination of digital innovation, market expansion, operational excellence, and customer-centric strategies.

1. Strengthening Market Presence:

The dental healthcare industry is evolving rapidly with growing awareness, increasing professionalization, and higher demand for advanced dental products. The Company plans to enhance its penetration in both urban and underserved markets by optimizing its supply chain, expanding its distribution capabilities, and undertaking focused marketing campaigns. New geographies are being evaluated for expansion, which will enable the Company to widen its reach and serve a larger customer base.

2. Expanding and Diversifying Product Portfolio:

Vasa Denticity intends to introduce a broader range of dental consumables, instruments, and equipment to address the dynamic needs of dental practitioners. The focus will be on offering reliable, high-quality, and affordable products, including technologically advanced solutions that support modern dental practices. The Company is also exploring strategic collaborations and product tie-ups to further enrich its product offerings.

3. Enhancing Technology and Digital Capabilities:

The Companys online platform will continue to be a key driver of growth. To stay ahead in the digital commerce space, the Company is investing in platform upgrades, automation, and personalized customer engagement tools. These advancements will enable a more intuitive, responsive, and seamless user experience, driving customer satisfaction and retention.

4. Engaging and Empowering the Dental Community:

Vasa Denticity is committed to supporting the professional growth of dental practitioners. The Company aims to launch and expand educational initiatives, including webinars, workshops, and product demonstrations, in collaboration with industry experts. These programs are designed to build awareness, improve product knowledge, and foster a strong and informed dental community.

5. Operational Efficiency and Supply Chain Optimization:

To meet growing demand and ensure timely delivery, the Company is enhancing its supply chain infrastructure through better inventory management, warehousing solutions, and logistics coordination. These improvements are expected to reduce operational costs, shorten delivery cycles, and improve overall efficiency.

6. Organizational Development and Talent Building:

As the business grows, the Company is placing significant emphasis on attracting and developing skilled talent across all levels. Structured training, leadership development programs, and a performance-driven culture will form the foundation for building a future-ready workforce.

7. Focus on Sustainability and Long-Term Value Creation:

Vasa Denticity is gradually integrating sustainability into its core operations by optimizing packaging materials, promoting digital documentation, and ensuring ethical and responsible sourcing. The Company is also committed to maintaining high standards of governance and transparency as it continues on its growth trajectory.

With a strong digital backbone, expanding product range, customer-centric approach, and a commitment to operational and professional excellence, Vasa Denticity Limited is well- positioned to capitalize on emerging opportunities and deliver consistent value to its stakeholders in the years ahead.

6. DIVIDEND:

The Board of Directors, after a comprehensive evaluation of all relevant factors, including the long-term interests of the Company, its financial performance, future growth requirements, and in alignment with the Companys Dividend Policy, has deemed it prudent not to recommend any dividend for the financial year ended March 31, 2026. This decision reflects the Boards commitment to conserving internal resources to support strategic initiatives and future expansion.

Further, during the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven (7) years. Accordingly, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in terms of Section 124(5) of the Companies Act, 2013.

In line with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company was not required to file any forms with the Ministry of Corporate Affairs during the year, as no such transfer or related activity arose.

7. COMPANYS PERFORMANCE

The financial year ended March 31, 2026, saw continued growth in the Companys revenue. The total revenue from operations (standalone) amounted to Rs. 27,662.34 lakh, an increase of 11.0% over the previous years revenue of Rs. 24,915.29 lakh. This growth was primarily driven by a rise in demand across key product categories, deeper market penetration and strengthened distribution capabilities, net of the deliberate wind-down of approximately Rs. 39 crore of low-margin third-party offline trading.

The Profit After Tax (PAT) for FY 2025-26 stood at Rs. 1,078.05 lakh, as compared to Rs. 1,708.92 lakh in FY 202425, a decline of 36.9%. The decline reflects gross-margin compression in the second half of the year (stock-outs in the own-brand range and rupee depreciation on imported purchases) and higher operating costs from investments in people, systems and fulfilment capability.

The Company remained profitable and debt-free through the investment phase, with a net cash position of Rs. 45.91 crore (standalone) at the year-end. The Board expects gross margin to recover towards prior levels in FY 2026-27 as own-brand availability improves, subject to pricing actions and currency movements.

8. CHANGE IN THE NAME OF THE COMPANY:

There was no change in the name of the Company during the period under review.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2025-26, there are following material changes which affect the financial position of the company:

A. PREFERENTIAL ISSUE AND CONVERSION OF WARRANTS

The Company undertook a conversion of warrants during the year, which had a significant impact on its financial position, capital structure, and shareholding pattern. Pursuant to the resolution passed by the Board of Directors on October 3, 2024, and the Special Resolution approved by the shareholders on October 28, 2024, the Company allotted 8.65.052 warrants at an issue price of Rs. 578 per warrant, with each warrant being convertible into one equity share. In accordance with the terms of the issue, the Company received 25% of the issue price upfront, aggregating to Rs. 12,50,00,014/-.

The Company received the in-principal approval (vide Reference Number NSE/LIST/44486) for the allotment of 8.65.052 warrants on November 13, 2024 and actual allotment of warrants completed on 27 November 2024.

On August 27, 2025, pursuant to a resolution passed by circulation by the Board of Directors on the same date, the Company converted 7,15,052 warrants into an equivalent number of equity shares. Upon such conversion, the Company received the balance consideration of Rs. 30,99,75,042/-. Subsequently, the company has filed PAS-3 for the same vide SRN AB6386630 dated September 07, 2025 and the Company received the listing approval from NSE on 20 October 2025 vide Reference Number NSE/LIST/50824 and the trading approval on 31 October 2025 vide Reference Number NSE/LIST/ 51633.

After the close of the financial year, the Company converted the remaining 1,50,000 warrants into an equivalent number of equity shares pursuant to a resolution passed by circulation by the Board of Directors dated May 15, 2026. The Company received the balance consideration of Rs. 6,50,25,000/- on such conversion and the company has filed PAS-3 for the same vide SRN AC3618137 dated June 03, 2026. Listing approval for the resultant equity shares was received on July 9, 2026 vide Reference No. NSE/LIST/55728, and the Company has applied for trading approval, which is awaited.

B. FORMATION OF FOREIGN SUBSIDIARY IN THE UNITED KINGDOM (UK)

On May 21, 2025, the Company incorporated a foreign subsidiary, Dentalkart Distribution UK Limited (Company Registration Number: 16465504), in the United Kingdom. The subsidiary is registered in England and Wales, with its registered office situated at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% equity stake in Dentalkart Distribution UK Limited, thereby retaining a controlling interest in the subsidiary. The Company initially remitted a subscription amount of GBP 510 towards the incorporation of the subsidiary and subsequently subscribed a further GBP 51,000 (remittance approved by the Board on 14 August 2025). The aggregate investment of GBP 51,510 is carried at Rs.63.93 lakh in the audited standalone financial statements (Note 13). The incorporation of Dentalkart Distribution UK Limited is in line with the Companys strategic objective of expanding its international presence and strengthening its position in the European market. The subsidiary has been established to primarily undertake the distribution of the Companys dental products and services across the United Kingdom and other European markets. Through this strategic initiative, the Company aims to expand its market reach, strengthen its distribution network, and capitalise on emerging business opportunities in the global dental industry.

C. STRATEGIC ACQUISITION OF IDS DENMED PRIVATE LIMITED

The Board of Directors, in their meeting held on August 01, 2025, approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd., one of Indias largest and most respected traditional dental distribution companies. This strategic acquisition was in line with the Companys long-term objective of expanding its footprint in the dental products sector and creating an integrated platform that bridges both online and offline distribution channels for dental professionals across India.

Details of the Transaction:

• The Company had agreed to acquire 19.92% of the equity of IDS Denmed Private Limited for cash consideration, and a further 31.08% through a share swap arrangement under which new equity shares were to be issued to the existing shareholders of IDS Denmed, subject to shareholder and regulatory approvals.

• No investment in IDS Denmed Private Limited is carried in the audited standalone financial statements as at 31 March 2026 (Note 13 - Non-current investments) and, as disclosed to the National Stock Exchange on 8 May 2026, no financial impact arises on the Company from the mutual cancellation of the transaction.

In accordance with this, an Extraordinary General Meeting (EGM) was scheduled for 25th August 2025, where shareholders were invited to approve the acquisition and related resolutions. Detailed information on the transaction, including the resolutions to be voted upon, were circulated to shareholders ahead of the meeting. Further, all the pre intimations and other disclosures regarding the transaction were promptly made to the National Stock Exchange of India Limited.

Subsequently, after the shareholders approval process, the proposed acquisition of IDS Denmed Private Limited was mutually cancelled and did not materialize. Accordingly, the Company did not complete the acquisition. The same was intimated via a disclosure made to the National Stock Exchange of India Limited on 08th May 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The matter of cancellation of resolution earlier approved shall be placed before Members at the ensuing Annual General Meeting.

Note: Apart from the above, there have been no material changes or commitments affecting the financial position of the Company during the year under review or post the closure of the financial year. The financial statements have been prepared in accordance with the existing conditions, and no events other than disclosed above have occurred after the balance sheet date that would have a material impact on the Companys financial position.

10. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, the Company has not undertaken any revision of its financial statements or reports for any of the three preceding financial years. This includes both voluntary revisions and any amendments mandated by a judicial authority or regulatory body. The Company confirms that no revision was made to its previously filed financial statements either voluntarily or pursuant to any order passed by a judicial or regulatory authority. This ensures that the financial position and performance disclosed in the previous years reports remain accurate and consistent, and no significant changes or restatements have been made post the approval of the respective annual financial statements.

11. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review, there has been no change in the nature of the Companys business. The Company continues to operate in the trading of dental products, primarily focused on the distribution of high-quality dental care products to dental professionals, clinics, and institutions.

The Companys offerings include a wide range of dental consumables, equipment, instruments, and accessories, ensuring that dental professionals have access to the latest and most reliable solutions in the dental care industry.

No changes have occurred in the core operations of the Company, and it remains committed to its focus on the dental product trading sector, ensuring continued service excellence and market growth.

12. REGISTRAR AND TRANSFER AGENT

M/s MAS Services Limited has been appointed as the Registrar and Share Transfer Agent (RTA) of your Company. They are responsible for handling all matters related to share transfers, dematerialization of shares, and other related services.

The Board of Directors, at its meeting held on May 16, 2025, approved the change of the Companys Registrar and Share Transfer Agent from M/s MAS Services Limited to M/s KFin Technologies Limited. The Company is currently in the process of completing the necessary formalities and regulatory compliances for effecting the change of RTA.

Until the completion of the transition process, members are requested to continue directing their correspondence pertaining to transfer or dematerialization of shares and other share-related queries to the existing RTA at the following address:

M/s MAS Services Limited 2nd Floor, T-34, Block T, Okhla Industrial Estate, Phase II, Road, Pocket W, Okhla Phase II, New Delhi - 110020

13. LISTING OF SHARES

The Equity Shares of your Company are listed on the NSE EMERGE Platform (SME segment of the National Stock Exchange of India Limited). The Companys shares were listed on June 02nd 2023 and are currently being traded under the symbol "DENTALKART".

The listing on the NSE SME Platform has provided the Company access to a wider capital market and enhanced visibility among investors. The Company is following all applicable listing regulations and continues to adhere to the standards and requirements laid down by the NSE and SEBI.

• Stock Exchange: NSE EMERGE (SME Platform)

• Trading Symbol: DENTALKART

• ISIN: INE0N5801013

The Company confirms that the annual listing fees for the financial year 2026-2027 have been duly paid to the stock exchange within the prescribed timelines.

14. DISCLOSURES RELATING TO SCHEDULE V PART F OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Schedule V Part F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the suspense account till March 31,2026 are as under:

Description	No. of cases/No. of shares
Aggregate number of shareholders and outstanding shares in the suspense account at the beginning of the financial year	Nil
Number of shareholders who approached the Company for transfer of shares from suspense account during 2025-26	NA
Number of shareholders to whom shares were transferred from suspense account during 202526	NA
Aggregate number of shareholders and outstanding shares in the suspense account as on March 31, 2026	Nil
Voting rights on these shares shall remain frozen till the rightful owner claims the shares	NA

15. REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for companies listed on the SME Platform of stock exchanges. Your Company is listed on the NSE EMERGE Platform (SME segment of the National Stock Exchange of India Limited) and hence, the provisions relating to the submission of a report on Corporate Governance under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

However, the Board of Directors of your Company is committed to following the principles of good corporate governance and maintaining the highest standards of transparency, integrity, and accountability in the functioning of the Company. Even though the formal Corporate Governance Report is not mandatory, the Company has voluntarily adopted several governance practices.

16. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report and provides an overview of the industry structure, developments, opportunities, threats, performance, outlook, risks, and internal controls of the Company.

The said report is annexed herewith and forms an integral part of the Boards Report. Annexure I: Management Discussion and Analysis Report

17. CODE OF CONDUCT

As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down Code of Conduct for all Directors and Senior Management of the Company and the same has been posted on the website of the Company. Annual Compliance Report for the year ended March 31, 2026, has been received from all the Directors and Senior Management Personnel of the Company regarding compliance of all the provisions of Code of Conduct. Additionally, Company has also adopted code of conduct for Independent Directors of the Company in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Declaration regarding compliance with the code of conduct of board and senior management is annexed herewith Annexure - II- Code of Conduct

18. MD/CFO CERTIFICATE PURSUANT TO REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate jointly issued by the Managing Director and the Chief Financial Officer of the Company for the financial year ended 31st March 2026, confirming the correctness of financial statements and the adequacy of internal controls, has been obtained.

The said certificate forms part of this Annual Report and is annexed herewith as Annexure III - MD/CFO Certificate.

19. EMPLOYEE STOCK OPTION PLAN

The Company has established an Employee Stock Option Scheme titled "Vasa ESOS 2023" with effect from September 20, 2023, to attract, retain, and incentivize eligible employees by providing them with an opportunity to participate in the growth of the Company.

The scheme was approved by:

• The Nomination and Remuneration Committee (NRC) at its meeting held on August 23, 2023;

• The Board of Directors at its meeting held on the same date, i.e. August 23, 2023, based on the NRCs recommendation;

• The Shareholders of the Company by way of Special Resolution at the Annual General Meeting held on September 20, 2023.

The total pool size under the Vasa ESOS 2023 Scheme is fixed at 2% of the total existing share capital of the Company as on the date of approval, amounting to 3,20,324 equity shares. The scheme is administered and implemented by the Nomination and Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Pursuant to the approval of the Vasa ESOS 2023 Scheme, the Company has initiated the grant of stock options in multiple tranches to eligible employees, in recognition of their contribution and to foster longterm value creation through equity participation. Under the first tranche of the Scheme, the Company granted a total of 39,215 employee stock options to eligible employees. Each option confers the right to subscribe to one equity share of the Company at a fixed exercise price of Rs.10 per share, being the face value of the equity shares. The grant under Tranche 1 was approved by the Nomination and Remuneration Committee through circular resolution dated January 24, 2024. These options were granted in accordance with the vesting schedule, exercise period, and other terms and conditions prescribed in the Vasa ESOS 2023 Scheme.

This tranche marked the initial rollout of the Scheme, enabling key employees to participate in the Companys growth journey. Under the second tranche, the Company granted 1,20,233 employee stock options to a broader set of eligible employees. The options entitled the holders to subscribe to equity shares of the Company at an exercise price equivalent to the book value per equity share as on March 31, 2025. The grant under Tranche 2 was approved by the Nomination and Remuneration Committee at its duly convened meeting held on May 16, 2025, and the same was taken note of by the Board of Directors at its duly convened meeting held on the same date. This tranche was strategically designed to align employee incentives with the Companys long-term financial performance and shareholder value creation. Both tranches have been granted in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and are being administered by the Nomination and Remuneration Committee, which oversees the implementation and governance of the Scheme.

The disclosures as required under Regulation 14 read with Schedule I of the SEBI (SBEB & SE) Regulations, 2021 are available on the website of the Company.

Particulars	Details
Name of the Scheme	Vasa ESOS 2023
Date of Shareholders Approval	September 20, 2023
Total number of options approved under ESOS	3,20,324 equity shares (representing 2% of the paid-up equity share capital of the Company as on the date of approval)
Particulars	Details
Vesting requirements	The options vest, subject to continued employment and other terms of the Scheme: (i) 25% at the end of the second year from the date of grant; (ii) 25% at the end of the third year; and (iii) 50% at the end of the fourth year.
Exercise price/pricing formula	Tranche I (granted 23 January 2024): Rs.10 per option (face value). Tranche II (granted 14 May 2025): Rs.10 per option, as per Note 33 to the standalone financial statements.
Maximum term of options granted	The vested options may be exercised within two (2) years from the respective date of vesting, subject to the terms of the Scheme.
Source of shares	Primary issuance of equity shares
Variation in terms of options	Nil

Option movement during the year (V asa ESOS 2023)

Particulars	FY 2025-26	FY 2024-25
Number of options outstanding at the beginning of the year	29,205	-
Number of options granted during the year	1,20,233	39,215
Number of options forfeited/lapsed during the year (added back to the pool)	50,142	10,010
Number of options vested during the year	6,751	-
Number of options exercised during the year	6,751	-
Number of shares arising as a result of exercise of options	6,751	-
Loan repaid by the Trust during the year from exercise price received	NA	NA
Number of options outstanding at the end of the year	92,545	29,205
Number of options exercisable at the end of the year	Nil	Nil
Unallocated balance of the approved pool at the end of the year	2,16,350	2,80,119

Movement as per Note 33 to the audited standalone financial statements. Unallocated pool = 3,20,324 - options granted + options lapsed - options exercised.

20. CREDIT RATINGS

CRISIL Ratings Limited rates the Companys long-term bank facilities of Rs.15 crore (Overdraft Rs.5 crore and Working Capital Demand Loan Rs.10 crore from ICICI Bank Limited). Following the Companys announcement of 1 August 2025 regarding the proposed acquisition of a 51% stake in IDS Denmed Private Limited, CRISIL placed the rating on ‘Crisil BBB/Rating Watch with Developing Implications (12 August 2025) and continued the watch on 7 November 2025, 5 February 2026 and 6 May 2026. After the mutual cancellation of the proposed acquisition was disclosed on 8 May 2026, CRISIL removed the rating from watch and reaffirmed it at ‘Crisil BBB/Stable on 4 June 2026.

The rating reflects the Companys established distribution network and wide product portfolio (~470 domestic and international brands and more than 23,000 dental products), its strong technology-enabled operating platform and experienced management, and a healthy financial risk profile supported by a comfortable, debt-free capital structure and adequate liquidity. These strengths are partially offset by the growing but modest scale of operations and exposure to intense competition in the fragmented dental products distribution industry.

Subsequent to the close of the financial year, the Company closed the aforesaid working-capital facilities, which were sparingly utilised during the year and had no outstanding balance as at 31 March 2026. ICICI Bank Limited issued a No Due Certificate on July 02, 2026, and the Company filed e-Form CHG-4 with the Registrar of Companies vide SRN AC4611272 dated July 21, 2026 for satisfaction of the charge.

21. CHANGE IN MEMORANDUM AND ARTICLE OF ASSOCIATION

During the Financial Year under review, there was no change in the Memorandum and Articles of Association of the Company.

22. REGISTERED OFFICE OF THE COMPANY

During the year under review, there was no change in the location of the registered office of the Company. It continues to be situated at Khasra No. 714, P.O. Village Chattarpur, South Delhi, New Delhi - 110074, India.

23. CHANGES IN SHARE CAPITAL:

There was no change in the Authorised Share Capital of the Company during the financial year. During the financial year, the Company converted 715,052 warrants into equity shares on August 27, 2025, pursuant to which the paid-up share capital increased from Rs. 16,62,17,460/to Rs. 17,33,67,980/-.

Subsequently, on February 19, 2026, the Company allotted 6,751 equity shares pursuant to the exercise of Employee Stock Options (ESOPs), resulting in a further increase in the paid-up share capital from Rs. 17,33,67,980/- to Rs. 17,34,35,490/-.

Further, the Shareholders, at the Extraordinary General Meeting ("EGM") held on 29 October 2025, passed an Ordinary Resolution approving the reclassification of Mr. Manish Kumar (holding 2,54,250 equity shares, constituting 1.53% of the paid-up equity share capital of 1,66,21,746 shares at the date of the reclassification application) and Mr. Nakul Varshney (holding 1,74,500 equity shares, constituting 1.05% of the same) from the Promoter & Promoter Group category to the Public category, in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the No Objection received from the National Stock Exchange of India Limited vide its letter No. NSE/LIST/COMP/DENTALKART/514/2025-26 dated 12 September 2025, and subject to such other statutory and regulatory approvals, if any.

The Company converted the remaining 1,50,000 warrants into an equivalent number of equity shares pursuant to a resolution passed by circulation by the Board of Directors dated May 15, 2026. The Company received the balance consideration of Rs. 6,50,25,000/- on such conversion and the company has filed PAS-3 for the same vide SRN AC3618137 dated June 03, 2026. Listing approval for the resultant equity shares was received on July 9, 2026 vide Reference No. NSE/LIST/55728, and the Company has applied for trading approval, which is awaited. Apart from above, there was no further alteration in the capital structure. The Company did not issue any equity shares via rights issue, bonus issue, qualified institutional placement, or private placement (other than the above). Additionally, no equity shares with differential voting rights, sweat equity shares, debentures or non-convertible instruments were issued during the financial year, other than the conversion of warrants and the grant and exercise of options under Vasa ESOS 2023 disclosed above.

As on March 31,2026, the capital structure reflects a stronger and well-aligned foundation, positioning the Company to confidently pursue its strategic goals and long-term value creation.

24. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board of Directors of the Company comprised a balanced mix of executive and nonexecutive directors, including independent directors, with diverse expertise and experience across industries. The composition of the Board is as follows:

DIN/PAN	Name of Director/KMP	Designation	Date of appointment
07487686	Dr. Vikas Agarwal	Chairman & Managing Director	29-08-2016
07484533	Mr. Sandeep Aggarwal	Whole-time Director	29-08-2016
10056201	Dr. Akanksha Aggarwal	Non-Executive Director	01-03-2023
08734797	Mr. Ravi Kant Jagetiya	Non-Executive Independent Director	17-03-2023
10053612	Mr. Varun Chugh	Non-Executive Independent Director	17-03-2023
05216282	Mr. Ravi Parmeshwar*	Non-Executive Independent Director	11-03-2024
10799309	Dr. Rohan Kaushikbhai Bhatt**	Non-Executive Director	14-11-2024
ADCPA6483A	Mr. Gaurav Agarwal***	Chief Financial Officer	03-10-2024
CGTPN2449D	Ms. Nidhi****	Company Secretary & Compliance Officer	14-02-2025

"During the Financial Year under review, Mr. Rohan Kaushikbhai Bhatt was regularized as a Non- Executive Director at the Annual General Meeting of the Company held on September 26, 2025.

***Further, Mr. Gaurav Agarwal (PAN: ADCPA6483A) resigned from the position of Chief Financial Officer of the Company with effect from March 24, 2026. The Company duly intimated the Stock Exchange(s) regarding his resignation on March 24, 2026, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

After the closure of the financial year 2025-26, Mr. Sandeep Aggarwal (PAN: BIFPA3671M) has been appointed as the Chief Financial Officer of the Company in the Board Meeting held on May 26, 2026 and the Company has filed the intimation to the stock exchange for the appointment of Mr. Sandeep Aggarwal as the Chief Financial Officer of the Company.

*Thereafter, Mr. Ravi Parmeshwar (DIN: 05216282), Independent Director of the Company has resigned from the company with effect from August 07, 2026, the Company has filed the intimation to the stock exchange for the same on July 10, 2026.

****Thereafter, Ms. Nidhi (PAN: CGTPN2449D), Company Secretary and Compliance Officer of the Company have resigned from the Company with effect from July 31, 2026 and the Company has filed the intimation for the same to the stock exchange on July 31, 2026.

Change in Directors/ Key Managerial Personnel till the date of this Report:

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S. No.	Name	Designation	Nature of change	With effect from
1	Dr. Akanksha Aggarwal	Non-Executive Director	Re-appointment (retire by rotation)	September 26, 2025
2	Dr. Rohan Kaushikbhai Bhatt	Non-Executive Director	Change in designation (regularisation)	September 26, 2025
3	Mr. Gaurav Agarwal	Chief Financial Officer	Resignation	March 24, 2026
4	Mr. Sandeep Aggarwal	Chief Financial Officer (in addition to Whole-time Director)	Appointment	May 26, 2026
5	Ms. Nidhi	Company Secretary & Compliance Officer	Resignation	July 31, 2026
6	Mr. Ravi Parmeshwar	Independent Director	Resignation	August 07, 2026

25. WOMEN DIRECTOR:

In accordance with the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and other applicable provisions, if any, the Company has complied with the requirement of appointing at least one-woman director on its Board.

In line with this statutory requirement, Dr. Akanksha Aggarwal (DIN: 10056201) was appointed as a Non-Executive Woman Director on the Board of the Company with effect from March 01, 2023. Her appointment reflects the Companys commitment to promoting gender diversity and balanced representation at the Board level.

26. RETIRING BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, all Directors, except Independent Directors, are liable to retire by rotation. One-third of such Directors, who have been longest in office since their last appointment, shall retire at each Annual General Meeting and, if eligible, may offer themselves for re-appointment.

Accordingly, Mr. Sandeep Aggarwal (DIN: 07484533), Whole Time Director of the Company, being the Director longest in office among those liable to retire by rotation, is due to retire at the ensuing Annual General Meeting. Being eligible, he has offered himself for reappointment. His re-appointment, if approved by the members, shall not be deemed to constitute a break in his office as the Whole Time Director of the Company.

27. INDEPENDENT DIRECTORS DECLARATION:

As at the end of the year, the Company had three Independent Directors on its Board, in compliance with the provisions of the Companies Act, 2013 and applicable rules and regulations. The details of the Independent Directors are as follows:

1. Mr. Ravi Jagetiya (DIN: 08734797)

2. Mr. Ravi Parmeshwar (DIN: 05216282)

3. Mr. Varun Chugh (DIN: 10053612)

Pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has devised a formal framework for performance evaluation of the Board, its Committees, and individual Directors, including Independent Directors.

In accordance with this framework, performance evaluations from all the Independent Directors were duly received on May 26th, 2025. The evaluation was carried out through a structured questionnaire which covered various aspects such as:

• Participation in Board and Committee meetings;

• Understanding of the Companys business and regulatory environment;

• Contribution to strategic decision-making;

• Safeguarding the interest of stakeholders;

• Upholding high standards of integrity and governance;

• Active engagement in the functioning and effectiveness of the Board.

The Independent Directors have also submitted a declaration confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013, and Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015.

No separate meeting of the Independent Directors was held during the financial year 2025-26. However, since the Company is listed on the SME platform, it is exempt from certain corporate governance provisions in accordance with Regulation 15(2) of the SEBI (LODR) Regulations, 2015, which include the requirement of holding a separate meeting of Independent Directors. Despite the exemption, the Board of Directors remains committed to sound governance practices. The feedback received from the Independent Directors during the evaluation process has been duly considered to enhance the effectiveness of the Board and its committees. The Board is of the view that and provided valuable guidance and independent judgment in the interest of the Company and its stakeholders.

28. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors is required to state its opinion on the integrity, expertise, and experience (including proficiency) of the Independent Directors of the Company.

As the Company is a listed entity, the provisions of Section 149(4) of the Companies Act, 2013, relating to the appointment of Independent Directors are applicable. In compliance with these provisions, the Board has carried out a comprehensive evaluation of the integrity, expertise, and experience of all Independent Directors.

The Board confirms that each of the Independent Directors possesses the necessary qualifications, skills, and experience required for their role. Their professional background, indepth knowledge, and expertise in diverse sectors further contribute to the strategic and operational objectives of the Company. Furthermore, the Independent Directors have demonstrated the requisite proficiency as per the criteria laid out under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have actively contributed to the governance framework of the Company.

The Board is of the opinion that the Independent Directors meet the independence criteria under Section 149(6) of the Companies Act, 2013, and have the necessary competence to discharge their duties effectively and independently.

29. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company has conducted Five (05) meetings during the financial year under review. The maximum interval between any two meetings was well within the maximum permissible period of one hundred and twenty days.

The followings Meetings of Board of Directors took place during the Financial Year under review:

S. No.	Date of meeting	Directors associated as on date	Directors attended	% attendance
1	16.05.2025	7	7	100
2	01.08.2025	7	6	85.71
3	14.08.2025	7	6	85.71
4	11.11.2025	7	6	85.71
5	06.02.2026	7	6	85.71

Attendance of directors in board meetings:

Name of the Director	Meetings held	Meetings attended
Dr. Vikas Agarwal	5	5
Mr. Sandeep Aggarwal	5	5
Dr. Akanksha Aggarwal	5	3
Mr. Ravi Kant Jagetiya	5	5
Mr. Ravi Parmeshwar	5	5
Mr. Varun Chugh	5	5
Dr. Rohan Kaushikbhai Bhatt	5	3

30. MEETINGS OF THE SHAREHOLDERS

During the period under review, following General Meetings of the shareholders of the

Type of meeting	Date of meeting	Total no. of shareholders	Shareholders attended
Annual General Meeting	26.09.2025	3,089	18
Extraordinary General Meeting	25.08.2025	3,134	18
Extraordinary General Meeting	29.10.2025	3,044	15

31. COMMITTEES OF THE BOARD OF DIRECTORS

A. AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable rules made thereunder, the Board of Directors of the Company has constituted an Audit Committee. The Committee is entrusted with the responsibility of overseeing the Companys financial reporting process, disclosure of financial information, internal controls, risk management, and audit functions.

Composition of the Committee:

Name of the Committee member	Designation in Committee	Designation in Company
Mr. Varan Chugh	Chairperson & Member	Non-Executive Independent Director
Mr. Ravi Kant Jagetiya	Member	Non-Executive Independent Director
Dr. Vikas Agarwal	Member	Chairman & Managing Director

Meetings:

The following Meetings of the Audit Committee took place during the Financial Year under review:

Date of the meeting	Members entitled to attend	Members attended
16.05.2025	3	3
14.08.2025	3	3
11.11.2025	3	3
06.02.2026	3	3

Attendance of Members in the Audit Committee meeting:

Name of the Director	Meetings held	Meetings attended	% attendance
Mr. Varun Chugh	4	4	100
Mr. Ravi Kant Jagetiya	4	4	100
Dr. Vikas Agarwal	4	4	100

B. NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 and the applicable rules framed thereunder, the Company has duly constituted a Nomination and Remuneration Committee to oversee matters relating to the appointment, performance evaluation, and remuneration of Directors and senior management personnel.

Composition of the Committee:

Name of the Committee member	Designation in Committee	Designation in Company
Mr. Ravi Kant Jagetiya	Chairperson & Member	Non-Executive Independent Director
Mr. Varan Chugh	Member	Non-Executive Independent Director
Dr. Akanksha Aggarwal	Member	Non-Executive Director

Meetings:

The following Meetings of the Nomination & Remuneration Committee took place during the

Date of the meeting	Members entitled to attend	Members attended
16.05.2025	3	3
14.08.2025	3	2

Attendance of Members at the Nomination & Remuneration Committee meeting:

Name of the Director	Meetings held	Meetings attended	% attendance
Mr. Ravi Kant Jagetiya	2	2	100
Mr. Varan Chugh	2	2	100
Dr. Akanksha Aggarwal	2	1	50

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance requirements under Regulation 20 pertaining to the constitution of a Stakeholders Relationship Committee are not mandatorily applicable to companies listed on the SME Platform.

However, as a measure of good governance and proactive investor service, the Company has voluntarily constituted a Stakeholders Relationship Committee to oversee matters relating to shareholders and investors interests.

Composition of the Committee:

Name of the Committee member	Designation in Committee	Designation in Company
Mr. Varun Chugh	Chairperson & Member	Non-Executive Independent Director
Dr. Vikas Agarwal	Member	Chairman & Managing Director
Mr. Sandeep Aggarwal	Member	Whole-time Director

Meetings:

As the Company is not mandatorily required to hold separate meetings of the Stakeholders Relationship Committee under SEBI (LODR) Regulations, no standalone meeting of the Committee was held during the year under review. However, important matters concerning stakeholder relations and investor grievances were duly considered and addressed in the meetings of the Board of Directors.

As on March 31,2026, there were no pending investor complaints, and all queries received from shareholders during the year were resolved in a timely and satisfactory manner.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee to oversee and implement its CSR initiatives in a structured and effective manner.

CSR Committee:

The CSR Committee is responsible for formulating and recommending the CSR Policy to the Board, identifying and approving CSR projects in line with the policy, monitoring the implementation of CSR activities, and ensuring compliance with statutory obligations.

Composition of the CSR Committee:

S. No.	Name of the Committee member	Designation in Committee	Designation in Company
1	Dr. Vikas Agarwal	Chairperson & Member	Chairman & Managing Director
2	Mr. Sandeep Aggarwal	Member	Whole-time Director

Empowering Dental Professionals Beyond Boundaries

S. No.	Name of the Committee member	Designation in Committee	Designation in Company
3	Mr. Ravi Kant Jagetiya	Member	Non-Executive Independent Director

CSR Policy:

The Company has adopted a well-defined CSR Policy that outlines its vision, guiding principles, focus areas, and the mechanism for implementation and monitoring of CSR programs. The Policy is designed to serve the larger goal of contributing towards the development of society.

The CSR Policy of the Company is available on its website at www.dentalkart.com. A brief outline of the CSR Policy and the initiatives undertaken during the financial year 2025-26 is provided in Annexure to this Report, as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Annexure-IV: Return on CSR

E. FUND AND INVESTMENT COMMITTEE:

In view of the Companys evolving operational requirements and in order to facilitate a more efficient and responsive decision-making process, the Board of Directors, at its first meeting of the Financial Year 2025-26 held on 16th May, 2025, approved the constitution of a Fund and Investment Committee.

The primary objective of constituting this Committee is to streamline and expedite decision making related to the Companys funding, investment, and borrowing activities, particularly those associated with meeting working capital and other financing needs. The Committee has been empowered to act on matters that would otherwise require full Board approval, thereby ensuring timely execution of financial strategies without the necessity of convening a Board meeting for each such transaction.

Composition of the Committee:

Name of the Member	Designation in Committee	Designation in Company
Dr. Vikas Agarwal	Chairperson & Member	Chairman & Managing Director
Mr. Sandeep Aggarwal	Member	Whole-time Director
Dr. Akanksha Aggarwal	Member	Non-Executive Director

F. INTERNAL COMPLAINTS COMMITTEE:

The Company is committed to providing a safe, secure and respectful workplace for all employees and has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the provisions of the POSH Act to address and redress complaints relating to sexual harassment at the workplace. During the year under review, the Company conducted POSH awareness training for its employees and displayed the requisite awareness posters at prominent locations within its premises to promote awareness of the POSH policy and complaint redressal mechanism. The Company continues to take appropriate measures to ensure a workplace free from discrimination and harassment and to foster a culture of dignity, equality and mutual respect.

Composition of the Committee:

Name of the Member	Designation in Committee
Dr. Shivali	Chairperson & Presiding Officer
Dr. Shubham Sharma	Internal Member
Mr. Saurabh Agarwal	Internal Member
Ms. Garima Sabharwal	External Member

Meetings:

The following Meetings of the Internal Complaints Committee took place during the Financial

Date of the meeting	Members entitled to attend	Members attended
13.06.2025	4	3
16.06.2025	4	2
17.06.2025	4	2
18.06.2025	4	2
27.08.2025	4	2

32. COMPANYS POLICY ON DIRECTORS, KMPs & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the constitution of a Nomination and Remuneration Committee is applicable to the Company.

Accordingly, the Company has duly constituted the Committee and has formulated a Nomination and Remuneration Policy in line with the provisions of Section 178(3) of the Act. The Policy lays down the framework for appointment and removal of Directors, Key Managerial Personnel, and Senior Management, as well as the criteria for determining qualifications, positive attributes, and independence of Directors. It also outlines the guiding principles for evaluating their performance and determining their remuneration, ensuring that it is fair, transparent, and aligned with the objectives and long-term interests of the Company.

33. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

• 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;

• The directors had prepared the annual accounts on a going concern basis;

• 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;

• 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.

34. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The term "Internal Financial Controls" refers to the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of its business, including adherence to its internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has established and maintained adequate internal financial controls with reference to the financial statements, commensurate with the size and nature of its operations. During the year under review, the effectiveness of such controls was evaluated and tested. Based on the internal assessments and independent audit reviews, no reportable material weaknesses in the design or operation of internal financial controls were observed. The Board is of the opinion that the Company has sound internal financial controls in place, which are operating effectively and are adequate for ensuring the integrity of its financial reporting and compliance with applicable laws and regulations.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees under sub-section (12) of Section 143 of the Companies Act, 2013, except for those which are required to be reported to the Central Government in the prescribed manner as per the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors hereby confirms that it has not received any such report from the Statutory Auditors and there have been no material instances of fraud noticed or reported during the year that require disclosure in this Report.

36. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

As on March 31, 2026, the Company has three subsidiaries, namely Waldent Innovations Private Limited, Smileworks Private Limited and Dentalkart Distribution UK Limited.

1. Waldent Innovations Private Limited (Wholly Owned Subsidiary)

Waldent Innovations Private Limited, originally incorporated on August 24, 2017, became a wholly owned subsidiary of Vasa Denticity Limited effective August 23, 2023, pursuant to the acquisition of 100% of its equity share capital by the Company. The company is engaged in the business of manufacturing, processing, exporting, importing, distributing, and trading a wide range of surgical instruments, diagnostic equipment, and medical devices. Its product portfolio includes medical furniture, syringes, needles, urobags, poly masks, oxygen tents, catheters, cannulas, suction devices, infusion and dialysis sets, gloves, stethoscopes, sphygmomanometers, microscopes, otoscopes, and various other disposable and non-disposable surgical and medical products. Waldent also deals in medical kits and containers, thereby catering to the broader healthcare segment with high-quality, affordable, and accessible solutions.

2. Smileworks Private Limited (60% stake)

Smileworks Private Limited was incorporated on October 29, 2024, as a subsidiary of Vasa Denticity Limited, which has held 60% of its equity share capital since incorporation, thereby retaining controlling interest from the outset.

Smileworks Private Limited is engaged in the comprehensive business of manufacturing, producing, refining, processing, exporting, importing, distributing, trading, merchandising, and dealing in a wide array of dental products. The companys operations encompass the sale, purchase, repacking, wholesaling, retailing, and stocking of artificial dentures, including full and partial acrylic dentures, acrylic and metallic fixed bridges, removable cast partial dentures, metallic and acrylic crowns, ceramic dental prostheses, implant-based dental prostheses, injection-moulded dentures, and readymade teeth. Additionally, Smileworks deals in all varieties of dental raw materials.

Beyond prosthetics, Smileworks also undertakes the business of manufacturing and supplying surgical instruments, medical furniture, diagnostic and medical equipment, and various medical kits, thereby catering to both dental and general healthcare needs.

3. Dentalkart Distribution UK Limited (51% stake)

On May 21,2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiarys operations in the UK and Europe.

The establishment of Dentalkart Distribution UK Limited aligns with the Companys strategic goal to expand its international footprint and strengthen its position in the European markets. The subsidiary will primarily focus on distributing the Companys dental products and services across the UK and neighbouring regions. With this move, the Company aims to increase its market reach, enhance product distribution, and tap into new business opportunities in the dental sector internationally.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is attached to this Report as Annexure V.

The financial statements of the subsidiary companies and related detailed information are available for inspection by the members at the registered office of the Company and can also be provided upon request in accordance with the applicable laws.

37. DEPOSITS:

Pursuant to Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, the Company is permitted to accept deposits from its members, directors, their relatives, and the public (in eligible cases), subject to compliance with relevant conditions.

However, during the year under review, the Company has not accepted any deposits from the public, its members, directors, or their relatives. No amounts were outstanding as deposits at the beginning or end of the financial year. Therefore, the Company has fully complied with the applicable provisions under the Companies Act, 2013.

S. No. Particulars	Amount
(i) Deposits accepted during the year	Nil
(ii) Deposits remained unpaid or unclaimed at the end of the year	Nil
(iii) Amount of default in repayment of deposits or payment of interest thereon at the beginning of the year	Nil
(iv) Maximum amount of default in repayment of deposits or payment of interest thereon during the year	Nil
(v) Amount of default in repayment of deposits or payment of interest thereon at the end of the year	Nil
(vi) Number of cases of default in repayment of deposits or payment of interest thereon at the beginning of the year	Nil
(vii) Maximum number of cases of default during the year	Nil
(viii) Number of cases of default at the end of the year	Nil
(ix) Details of deposits which are not in compliance with the requirements of Chapter V of the Act	Nil

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE ACT

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and their Powers) Rules, 2014, the Company is empowered to make investments and grant loans, subject to compliance with prescribed limits and approvals. The Company has duly complied with the said provisions during the financial year under review. The detailed particulars of such transactions are as under:

The detailed particulars of such transactions are as under:

a. on May 21, 2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiarys operations in the UK and Europe.

The establishment of Dentalkart Distribution UK Limited aligns with the Companys strategic goal to expand its international footprint and strengthen its position in the European markets. The subsidiary will primarily focus on distributing the Companys dental products and services across the UK and neighboring regions. With this move, the Company aims to increase its market reach, enhance product distribution, and tap into new business opportunities in the dental sector internationally.

Particulars	Details
Company number	16465504 (Companies House, UK)
Particulars	Details
Name of the party	Dentalkart Distribution UK Ltd
Nature of transaction	Investment (subscription to equity shares)
Rate of interest in case of loan	NA
Brief of the transaction	Subscription to 51% of the issued share capital of Dentalkart Distribution UK Ltd (510 shares on incorporation and a further 51,000 shares during the year)
Amount	GBP 51,510 in aggregate - carried at Rs.63.93 lakh (Note 13 to the standalone financial statements)
Date of passing Board resolution	March 24, 2025 (incorporation); August 14, 2025 (further remittance under FEM (Overseas Investment) Rules, 2022)
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of free reserves and securities premium is breached	No
Whether the transaction falls under the purview of Section 186(3) (Special Resolution)	No
SRN of MGT-14	AB6199146

b. On August 01, 2025, the Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd., through which the said Company would have become a subsidiary of the Company, subject to shareholder and regulatory approvals. The acquisition included:

• 19.92% stake to be acquired through cash consideration.

• 31.08% stake to be acquired via a share swap arrangement, pending shareholder approval.

This strategic move combined Dentalkarts digital capabilities with IDS Denmeds established offline distribution network, providing a comprehensive solution for dental professionals across India.

An Extraordinary General Meeting (EGM) was scheduled for August 25, 2025, to seek shareholder approval for the acquisition and related resolutions.

In accordance with this, an Extraordinary General Meeting (EGM) was scheduled for 25th August 2025, where shareholders were invited to approve the acquisition and related resolutions. Detailed information on the transaction, including the resolutions to be voted upon, were circulated to shareholders ahead of the meeting. Further, all the preintimations and other disclosures regarding the transaction were promptly made to the National Stock Exchange of India Limited.

Subsequently, after the shareholders approval process, the proposed acquisition of IDS Denmed Private Limited was mutually cancelled and did not materialize. Accordingly, the Company did not complete the acquisition. The same was intimated via a disclosure made to the National Stock Exchange of India Limited on 08 th May 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The matter of cancellation of resolution earlier approved shall be placed before Members at the ensuing Annual General Meeting.

Particulars	Details
CIN	U33111DL2006PTC148336
Name of the party	IDS Denmed Private Limited
Nature of transaction	Proposed investment
Rate of interest in case of loan	NA
Particulars	Details
Brief of the transaction	The Board approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd - 19.92% for cash consideration and 31.08% via a share swap arrangement, subject to shareholder approval. The transaction was mutually cancelled and did not materialise (disclosed to NSE on 8 May 2026).
Amount	Aggregate proposed consideration Rs.128,01,00,000 (cash Rs.50.01 crore and share swap Rs.78.00 crore). Amount invested during the year: Nil - no investment in IDS Denmed is carried in the audited financial statements as at March 31, 2026.
Date of passing Board resolution	August 01, 2025
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of free reserves and securities premium is breached	No
Whether the transaction falls under the purview of Section 186(3) (Special Resolution)	No
SRN of MGT-14	AB5842674

c. Loans and advances to subsidiaries: during the year the Company extended a loan of Rs.165.00 lakh to Smileworks Private Limited (60% subsidiary) on which interest of Rs.14.60 lakh was earned, and advances of Rs.85.83 lakh to Smileworks Private Limited and Rs.0.25 lakh to Waldent Innovations Private Limited, as disclosed in Note 37(b) to the standalone financial statements and reported in the Auditors CARO report.

Particulars	Details
Name of the party	Smileworks Private Limited (CIN U86202DL2024PTC438262)
Nature of transaction	Loan to subsidiary
Amount	Rs.165.00 lakh
Rate of interest	8% p.a.
Purpose	Working capital of the subsidiary
Whether the threshold under Section 186(2) is breached	No

Apart from the transactions mentioned above, the Company has not made any other investments, given any loans, or provided any guarantees or securities falling within the ambit of Section 186 of the Companies Act, 2013 during the financial year ended March 31, 2026.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S SECTION 188 OF THE ACT

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on arms length basis, and in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable Rules made thereunder. In accordance with the requirements of Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Form AOC-2, containing the particulars of contracts or arrangements with related parties as required under Section 188(1), is annexed to this Report as Annexure-VI.

Further, disclosures as required under Accounting Standard (AS) 18 - Related Party Disclosures have been made in the Note 37(b) to the Financial Statements, forming part of this Annual Report.

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

The management is adopting all possible measures to conserve energy and absorb latest technology available as is required under the provisions of Section 134(m) of the Companies Act, 2013.

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) a) Conservation of Energy

Particulars	Details
The steps taken or impact on conservation of energy	Nil
The steps taken by the Company for utilising alternate sources of energy	Nil
The capital investment on energy conservation equipment	Nil

b) Technology Absorption

Particulars	Details
The efforts made towards technology absorption	Nil
The benefits derived like product improvement, cost reduction, product development or import substitution	Nil
In case of imported technology (imported during the last three years): details of technology imported; year of import; whether fully absorbed; if not, areas and reasons	NA
The expenditure incurred on Research and Development	NA

c) Foreign Exchange Earnings/Outgo

Particulars	Rs. in lakh
Earnings	Nil
Outgo	6,255.80

41. RISK MANAGEMENT POLICY:

The board of directors of the company has adopted a risk management policy pursuant to the applicable provisions of the companies act, 2013 and relevant guidelines. The policy provides a structured and disciplined approach to identifying, assessing, mitigating, and monitoring various risks related to the companys operations and strategic objectives. It enables proactive management of risks across key functional areas including financial, operational, regulatory, technological, and reputational risks.

The risk management framework is periodically reviewed by the board to ensure its effectiveness and alignment with the evolving business environment.

Further details on the companys risk management initiatives, key identified risks, and mitigation strategies have been provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of the annual report.

42. ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism in accordance with the provisions of Section 177(10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. Additionally, the Company complies with the requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This mechanism enables directors and employees of the Company to report their concerns in a secure and confidential manner. The Vigil Mechanism serves as a platform for stakeholders to bring to the attention of the management any genuine concerns or grievances relating to unethical practices or improper conduct without fear of retaliation or victimization. The policy provides for adequate safeguards to protect whistle blowers from any form of harassment or adverse employment consequences. Further, as per the companys policy Protected Disclosures can be made to the Compliance Officer at cs@dentalkart.com or the Compliance Officer and Director at Khasra No. 714, Village P.O. Chaarpur, New Delhil 10074. In exceptional circumstances, whistleblowers can contact the Whistle Officer for direct access to the Chairperson of the Audit Committee.

• The Vigil Mechanism remained fully operational and was actively monitored.

• No individual was denied access to the Chairperson of the Audit Committee.

• The Company did not receive any complaint under the mechanism for the financial year.

43. EXTRACT OF ANNUAL RETURN:

MCA vide notification dated 05.03.2021 has substituted Rule 12 of The Companies (Management and Administration), Rules, 2014 as follows: - A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose, accordingly the requirement of MGT-9 has been dispensed with, however a copy of Annual Return in form MGT-7 is required to be placed over the website of the Company if any.

In compliance with the amended provisions and the requirements of Section 92(3) of the Companies Act, 2013, read with Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being a listed entity, has maintained a functional website and placed the copy of the Annual Return (Form MGT-7).

Accordingly, stakeholders may access the Annual Return (Form MGT-7) at www.dentalkart.com.

44. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Sexual harassment at the workplace constitutes a violation of the fundamental rights of a woman as guaranteed under the Constitution of India-namely, the right to equality under Articles 14 and 15, the right to life and to live with dignity under Article 21, and the right to practice any profession or to carry on any occupation, trade, or business under Article 19(1)(g), which includes the right to a safe and secure working environment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Vasa Denticity Limited has adopted a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment at the workplace. The policy became effective from March 22nd, 2023, and underscores the Companys commitment to ensuring a workplace that is free from all forms of harassment, discrimination, and intimidation.

The Company adopts a zero-tolerance policy towards sexual harassment and is committed to fostering a culture of equality, dignity, and respect. All complaints of sexual harassment are taken seriously, handled with the utmost confidentiality, and investigated in a prompt and impartial manner. Strict disciplinary action, including termination of employment, is taken against individuals found guilty of such misconduct.

The Company also ensures that no employee is subjected to retaliation or victimization for raising a concern or participating in an inquiry.

Internal Complaints Committee (ICC):

To ensure compliance with the Act and effective implementation of the policy, the Company has constituted an Internal Committee (IC), comprising the following members as on March 31st, 2026:

S. No.	Name of the Committee member	Designation
1	Dr. Shivali	Chairperson & Presiding Officer
2	Dr. Shubham Sharma	Internal Member
3	Mr. Saurabh Agarwal	Internal Member
4	Ms. Garima Sabharwal	External Member

Statutory Disclosures:

The details regarding sexual harassment complaints for the financial year 2025-26 are as follows:

S. No. Particulars	Status
1 Number of sexual harassment complaints received	2
2 Number of sexual harassment complaints disposed of	2
3 Number of complaints pending beyond 90 days	Nil

Your directors further state the following with respect to compliance under the Act:

• No other complaints were pending as of 31 st March 2026.

• The Annual Report, as mandated under the Rules, was duly filed with the District Officer for the calendar year ended 31st December 2025 on January 31, 2026.

• No further action has been initiated either by the Company or by the District Officer in relation to sexual harassment matters.

Vasa Denticity Limited remains unwavering in its commitment to upholding the dignity, rights, and safety of all employees, and continues to ensure full compliance with applicable laws and best practices for a harassment-free workplace.

45. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its operations in the future.

46. PARTICULARS OF EMPLOYEES:

Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed the prescribed limit.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure - VII.

47. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

As on March 31,2026, the number of employees of the Company stood as 269, the category is mentioned below:

Category	Number of employees
Female	66
Male	203
Total	269

Total employees on the rolls including probationers and contractual staff; permanent employees on the rolls as on March 31, 2026: 208 (see Annexure VII).

48. STATUTORY AUDITORS

M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), Peer Review Certificate No.: 015776 having their office at H-1/208, Garg Tower, Netaji Subhash Place, Pitampura, New Delhi - 110034, were appointed as the Statutory Auditors of the Company for a term of five consecutive financial years at the Seventh (07th) Annual General Meeting of the Company for the Financial year 2022-23.

Their tenure is scheduled to conclude at the close of the Twelfth (12th) Annual General Meeting for the Financial year 2027-28. The remuneration, including out-of-pocket expenses, is determined by the Board of Directors of the Company from time to time. M/s. KRA & Co. have confirmed their eligibility and willingness to continue as Statutory Auditors of the Company and have provided a declaration that they satisfy the criteria prescribed under Section 141 of the Companies Act, 2013 and the rules made thereunder.

Pursuant to the notification of Section 40 of the Companies (Amendment) Act, 2017, which amended Section 139 of the Companies Act, 2013 and became effective from 7th May 2018, the requirement for annual ratification of auditors appointment by the shareholders has been dispensed with.

Accordingly, the Board of Directors recommends the continuation of M/s. KRA & Co., Chartered Accountants, (Firm Registration No. 020266N) as the Statutory Auditors of the Company to conduct the audit for the financial year 20262027.

49. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex with its Boards Report a Secretarial Audit Report issued by a Practising Company Secretary.

In compliance with the above requirements, the Board of Directors on the recommendation of Audit committee, at its first meeting of the financial year 2025-26 held on May 16 th, 2025, appointed M/s. Naresh Verma & Associates having Peer Review Certificate Number: 3266/2023, Practising Company Secretaries, as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2025-2026.

M/s. Naresh Verma & Associates are well-qualified and experienced professionals in the field of corporate compliance and governance, and their appointment reflects the Companys commitment to transparency and adherence to statutory obligations.

The Secretarial Audit Report for the financial year 2025-26, issued in Form MR-3, will form an integral part of this Annual Report and is annexed as Annexure VIII. The Report provides a detailed review of the Companys compliance with applicable laws, secretarial standards, listing regulations, and other regulatory frameworks.

The Board of Directors confirms that the Company has broadly complied with the applicable provisions of corporate laws during the year under review and continues to maintain robust systems to ensure ongoing statutory and regulatory compliance.

Further, the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, were notified on 12th December 2024, introducing key changes to Regulation 24A of the SEBI (LODR) Regulations, 2015, mandating that all listed entities shall appoint a secretarial auditor for a continuous period of five years, starting from the financial year 2025-26.

However, in terms of Regulation 15(2) of the SEBI (LODR) Regulations, 2015, this requirement does not apply to companies listed on the SME Platform, and hence, the said five-year mandatory appointment is not applicable to the Company.

Despite this, the Company has voluntarily appointed M/s. Naresh Verma & Associates, Practicing Company Secretaries (Peer Review Certificate Number: 3266/2023), for a period of five years, from the financial year 2025-26 to 2029-30. This appointment was approved by the Board of Directors in their meeting held on August 14 th, 2025 and was approved at the Annual General Meeting (AGM) held on September 26th, 2025.

50. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable regulatory requirements, every listed company is required to appoint an internal auditor to conduct internal audit of its functions and activities.

In compliance with the said provisions, the Board of Directors, at its meeting held on 11 th November 2025 appointed M/s. ASA & Associates, Chartered Accountants (Firm Registration No. 009571/N500006), as the Internal Auditor of the Company for conducting the Internal Audit for the financial year 2025-26 and in its meeting held on 6th February, 2026 appointed the same firm for conducting Internal Audit of the Financial Year 2026-27. The relevant intimation to the Stock Exchange and ROC were duly served.

M/s. ASA & Associates are a reputed firm of Chartered Accountants, with extensive experience in auditing, internal control assessments, and risk management systems across varied industries. Their appointment underscores the Companys commitment to strengthening internal controls and ensuring sound governance practices.

The Internal Auditor reports directly to the Audit Committee and assists in evaluating the adequacy and effectiveness of the Companys internal control framework, operational efficiencies, and risk management processes. Periodic internal audit reports and observations are reviewed by the Audit Committee, and appropriate corrective actions are taken to address the identified areas of improvement.

The Board of Directors confirms that the internal audit function of the Company is operating independently and effectively, and provides valuable inputs in maintaining transparency, accountability, and compliance across all operational areas.

51. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT

By the Statutory Auditor:

The Statutory Auditor Report does not contain any adverse remark that require comments/representation from the board of directors.

By the Secretarial Auditor:

The Secretarial Auditor Report does not contain any adverse remark that require comments /representation from the board of directors.

By the Internal Auditor:

The Internal Auditor issued the Internal Audit Reports for the quarters ended June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, which were placed before the Audit Committee and the Board at their meetings held on February 06, 2026 and May 26, 2026 respectively, each containing certain observations. The Board of Directors and the Management duly considered and deliberated upon the qualifications contained in the respective Internal Audit Reports at their meetings. The Board also reviewed the explanations provided by the Management and discussed the corrective and preventive measures proposed to address the observations raised by the Internal Auditor.

By the Cost Auditors:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

52. SECRETARIAL STANDARDS 1 AND 2

During the financial year under review, all meetings of the Board of Directors and the General Meetings of the Company were duly convened, held, and conducted in accordance with the applicable provisions of the Companies Act, 2013 and in strict compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

The Company has also adopted the revised Secretarial Standards (SS-1 and SS-2), which came into effect from 1st April, 2024, and has ensured that all Board and General Meetings during the year were conducted in accordance with the amended provisions and best governance practices outlined therein.

The Board reiterates the Companys ongoing commitment to the highest standards of corporate governance, regulatory compliance, and ethical conduct in all aspects of its operations.

53. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there has been no case made or proceedings pending under the Insolvency and Bankruptcy Code, 2016. Hence, the said clause is not applicable to the Company.

54. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial year under review, the company has not made any one-time Settlement with any party/ies. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

55. AUDIT TRAIL IN THE ACCOUNTING SOFTWARE

The Ministry of Company Affairs (MCA) vide its notification dated March 24, 2021 and subsequent notification dated April 1, 2022, has made it mandatory for every company to fulfil the requirement of an audit trail feature in their accounting software from April 1st, 2023. As per the above-mentioned notification, the company has fulfilled the requirement for an audit trail feature in its accounting software during the reporting period.

BRIEF ABOUT AUDIT TRAIL

Audit Trail (also called audit log) is a security-relevant chronological record, set of records, and/or destination and source of records that provide documentary evidence of the sequence of activities that have affected at any time a specific operation, procedure, event, or device. An audit trail can further be described as a step-by-step sequential record that provides evidence of documented history of a transaction by which the accounting, trade details, or other financial data can be traced to their source. Audit trails are used to verify and track many types of transactions, including accounting transactions and trades in brokerage accounts.

In accounting terms, it refers to documentation of detailed transactions supporting summary ledger entries. This documentation may be on paper or on electronic records.

56. DESIGNATED PERSON FOR REPORTING OF SIGNIFICANT BENEFICIAL OWNER

Pursuant to the notification issued by the Ministry of Corporate Affairs dated October 27, 2023, introducing Sub Rules (4) to (8) in Rule 9 of the Companies (Management and Administration) Second Amendment Rules, 2023, every company is required to designate a person responsible for furnishing information to the Registrar with respect to beneficial interest in shares under Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018.

During the reporting period, the Company does not have any individual who holds beneficial interest, directly or indirectly, in such a manner so as to qualify as a Significant Beneficial Owner (SBO) under the aforesaid provisions. Accordingly, no SBO-related declarations, filings, or disclosures were required to be made by the Company during the financial year. In compliance with Rule 9(4) of the amended Rules, the Company has designated Ms. Nidhi, Company Secretary & Compliance Officer of the company, as the responsible person for ensuring compliance with the SBO framework. But after the closure of the Financial Year, Ms. Nidhi has resigned from the post of Company Secretary & Compliance Officer of the company and the Company is under the process of designating a new person for this person.

57. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Ministry of Corporate Affairs, vide Notification G.S.R. 357(E) dated May 30, 2025, introduced the Companies (Accounts) Second Amendment Rules, 2025, thereby amending the Companies (Accounts) Rules, 2014. These amendments, effective from July 14, 2025, mandate enhanced disclosures and compliance reporting with respect to the Maternity Benefit Act, 1961.

Accordingly, the Board of Directors of the Company confirms that:

The Company has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to, the grant of paid maternity leave, nursing breaks, protection against dismissal during maternity leave, and creche facilities (where applicable). The Company remains committed to maintaining a safe and inclusive workplace for women employees.

58. DISCLOSURE OF OUTSTANDING DUES TO MICRO AND SMALL ENTERPRISES (MSMEs)

In accordance with the provisions of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, and the corresponding reporting obligations under the Companies Act, 2013, read with MCA Circular No. 01/2019 dated 21 st January 2019, and the amendments reflected in Form MSME-1 and AOC-4 instructions, the Company has identified suppliers registered under the MSMED Act.

The following is the summary of disclosures pertaining to amounts due to Micro and Small Enterprises as on March 31st, 2026:

Particulars	Amount (Rs.)
Principal amount remaining unpaid to MSME suppliers beyond 45 days from the date of acceptance	19,65,691.99
Interest due thereon as per provisions of the MSMED Act	Nil
Interest actually paid under Section 16 of the MSMED Act	Nil
Amount of further interest remaining unpaid as on the end of the year	Nil

59. STATUTORY DISCLOSURES

• None of the Directors of your Company suffers from the disqualification enshrined under the provisions of Sections 164, 165 and 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

• The Company has not defaulted in repayment of loans from banks and financial institutions.

60. GENERAL:

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:

• There are no significant material orders passed by the regulators/courts which would impact the going-concern status of the Company and its future operations.

• The auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board. There has been no application made or pending under the Insolvency and Bankruptcy Code, 2016.

• During the period under review, no valuation was carried out as the Company has not entered into any one-time settlement.

• The Company has no outstanding borrowings as at March 31, 2026 and did not accept any deposits during the period under review; working-capital limits sanctioned by ICICI Bank were sparingly utilised during the year and were closed after the year-end.

61. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude for the valuable guidance, continued support and cooperation extended by the Companys bankers, Central and State Government authorities, regulatory bodies, statutory authorities and local authorities throughout the year under review.

The Board also acknowledges with gratitude the continued trust, confidence and support extended by the Companys customers, suppliers, business associates and other stakeholders, whose valuable association has contributed significantly to the Companys growth and progress.

The Directors further places on record their deep appreciation for the dedication, commitment, sincerity and hard work demonstrated by the employees of the Company at all levels. Their collective efforts, perseverance and contribution have been instrumental in strengthening the Companys operations and achieving its objectives.

The Board of Directors also expresses its heartfelt gratitude to the Members of the Company for their continued confidence, faith and unwavering support. The Directors look forward to receiving their continued encouragement and support in the future as the Company continues its journey towards sustainable growth and value creation.

By and on behalf of the Board of Directors

For VASA DENTICITY LIMITED

Sd/-

Vikas Agarwal,

Managing Director,

DIN: 07487686

Sd/-

Sandeep Aggarwal,

Whole-time Director & CFO,

DIN: 07484533

Date: August 07, 2026

Place: Delhi.