Virinchi Ltd Directors Report

To The Members,

The Board of Directors present this 37th Annual Report of the Company, along with the financial statements for the financial year ended March 31, 2026, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

FINANCIAL RESULTS:

The Companys performance (Standalone and Consolidated) for the financial year ended March 31, 2026, is summarized below:

	Consolidated		Standalone
Particulars	2025-26	2024-25	2025-26	2024-25
Total Income	28,613.26	30,830.41	18,338.14	15,341.34
Profit before finance Cost, Depreciation & Amortization, Taxation & Exceptional Item	7,149.88	9,638.57	4,940.42	4,546.65
Less: Finance Cost	3,291.77	3,902.90	1,286.15	1,427.92
Depreciation and Amortization Expenses	5,621.97	5,498.60	1,054.24	1,113.83
Profit before Tax & Exceptional items	-1,763.87	237.08	2,600.03	2,004.90
Less: Exceptional items	529.56	0.00	529.56	0.00
Profit Before Tax	-2,293.44	237.08	2,070.46	2,004.90
Less: Tax Expenses	445.26	188.66	672.61	401.00
Profit before minority interest	-2,738.70	48.41	1,397.84	1,603.90
Less: Minority Interest	-127.02	-23.99	-	-
Profit After Tax	-2,611.68	72.40	1,397.84	1,603.90

TRANSFER TO RESERVES:

Rs.1,397.84 Lakhs- amount is proposed to be transferred to Reserves

DIVIDEND:

The Board of Directors do not recommend any dividend

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

a) The highlights of the Companys standalone performance for the financial year ended March 31, 2026, are set out below:

STANDALONE REVENUES: The total income of the Company for the FY 2025-26 is Rs. 18,338.14 Lakhs as against Rs. 15,341.34 Lakhs in FY 2024-25.

STANDALONE PROFITS: Profit before Tax (PBT) stood at Rs.2,070.46 Lakhs as against Rs. 2,004.90 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs. 1,397.84 Lakhs as against Rs. 1,603.90 Lakhs for the previous year.

b) The highlights of the Companys consolidated performance for the financial year ended March 31, 2026, are as follows:

CONSOLIDATED REVENUES: The total consolidated income of the Company for the FY 2025-26 is Rs. 28,613.26 lakhs as against Rs. 30,830.41 Lakhs in FY 2024-25.

CONSOLIDATED PROFITS: Profit before Tax (PBT) stood at Rs. (2,293.44) Lakhs as against Rs. 237.08 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs. (2,611.68) Lakhs as against Rs. 72.40 Lakhs for the previous year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of the loans granted, investments made and guarantee or security provided in earlier years are given in the Standalone Financial Statement

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

CREDIT RATING:

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report

SUBSIDIARIES,JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, Virinchi Health Care Private Limited ceased to be a Wholly Owned Subsidiary of the Company and continues as a subsidiary company, with Virinchi Limited holding a 51% stake therein. Virinchi Health Care Private Ltd and KSoft Systems Inc are the material subsidiaries of the company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the

Companys website at http://virinchi.com/pdf/materialityPolicy.pdf

The Audited Financial Statements including the Consolidated Financial Statements of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed through the link: https://corporate.virinchi.com/annualReports.php

The Financial Statements of the subsidiaries, as required, are available on the Companys website and can be accessed through the link: https://corporate.virinchi.com/subsidiaryReports.php

PERFORMANCE - SUBSIDIARIES INFORMATION

Virinchi Healthcare Private Limited

Virinchi Healthcare Private Limited (VHPL) has three units in Hyderabad with a total operating bed capacity of 600 which can be enhanced up to 800. The flagship hospital at Banjara Hills, Hyderabad with bed capacity of 400, delivers therapeutic care over 35 specialties. Virinchi has a dedicated clinical team pursuing MoUs and medical partnerships with globally reputed institutions in the US, UK, China, Israel and other countries to deliver a unique ‘Right to Science program to make global medical innovations available to Indian patients to treat previously incurable conditions. The flagship hospital is led by leading doctors in the country offering the best of therapeutic and diagnostic care through some of the Industry Leading Medical Infrastructure including 3T fMRI, Ceiling Mounted IVUS Cath Lab, Dual Energy 128 Slice CT, 11 Fully Equipped Operation Theatres & widest range of in-house diagnostic capabilities. All three units obtained the license from ICMR to screen RNA based viruses and the license to treat Covid-19 patients from the District Medical & Health Office, Hyderabad. For FY 2025-26 the revenue and EBIT are Rs. 79.99 crores and Rs. 0.15 Cr respectively. While the revenue and EBIT for FY 2024-25 were Rs. 104.15 crores and Rs. -0.88 crores respectively. The revenue in FY 2025-26 has fallen by Rs. 24.16 crores and expenses have come down leading to the EBIT being slightly better compared to FY 2024-25.

Virinchi Learning Private Ltd

We have successfully trained and placed 100 students under NSDC program this year. We are planning to partner NSDC on few more training programs to increase the training potential so that rural youth can make the most out of this program. We have developed training material for 10 courses, of which 7 courses are approved by NSDC and 3 are awaiting approval. There is a dedicated learning portal for the students who enroll in our training programs. We have partnered with reputed hospitals to provide placements to the candidates trained under our NSDC program. Our next year plan is to soon expand the program across Andhra Pradesh and Telangana, attain more number of placement partners, and train as many aspirants as possible.

KSoft Systems Inc

M/s. KSoft Systems Inc. is in the business of software development through on-shore/off-shore model, IT Consulting services and Internet Data Centers. M/s. KSoft Systems Inc. provides IT Consulting services to various clients in the US in the domains of SAP, Oracle and other technologies. For the year under review FY 2025-26, the total income is Rs. 40.37 crores as against Rs. 57.30 crores in FY 2024-25, and the EBIT is Rs. -2.37 crores as against Rs. 18.59 crores in FY 2024-25. The fall in income is directly reflected in the fall in EBIT in FY 2025-26. A statement providing details of performance and salient features of the Financial Statements of Subsidiary, as per Section

129(3) of the Act, is annexed to the Consolidated Financial Statements and therefore not repeated in this Boards Report. The company does not have any joint ventures and associate companies to report as on 31st March, 2026.

Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Ltd (BSE) and NSE Ltd. During the year under review, the company allotted 34,00,000 Convertible equity warrants at Rs. 25 per Warrant to the Non Promoters pursuant to the shareholders resolutions approved in the Extra-Ordinary General Meeting held on 27th June, 2025 and again company allotted 1,60,00,000 (One Crore Sixty Lacs ) Convertible Equity Warrants at the rate of Rs.28 per warrant to Promoter Entity and 40,00,000 Convertible Equity Warrants at the rate of Rs. 28 per warrant to Non Promoter Entity pursuant to the shareholders resolutions approved in the extra-ordinary General Meeting held on 15th November, 2025 as per the Chapter V of the SEBI (ICDR) Regulations, 2018 During the year 10,50,000 Convertible warrants are exercised and converted into equity shares which are issued at the rate of Rs.25 per warrant and 51,00,000 Convertible warrants are exercised and converted into equity shares which are issued at the rate of Rs.28 per warrant. Consequently, the Equity Share Capital of your Company increased from 10,26,46,896 Equity shares of Rs.10/- each to 10,87,96,896 Equity shares of Rs.10/-each.

Particulars	As at 31st March, 2026		As at 31st March, 2025
Equity Shares	Number of Shares	Rs.	Number of Shares	Rs.
Share capital
(a) Authorised Equity Shares of Rs.10/-each	15,00,00,000	150,00,00,000	15,00,00,000	150,00,00,000
b) issued Subscribed and fully paid up Equity Shares of Rs. 10/- each	10,87,96,896	108,79,68,960	10,26,46,896	102,64,68,960
	10,87,96,896	108,79,68,960	10,26,46,896	102,64,68,960

Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:

Particulars	As at 31st March, 2026		As at 31st March, 2025
Equity Shares	Number of Shares	Rs.	Number of Shares	Rs
Shares outstanding at the beginning of the year	10,26,46,896	102,64,68,960	9,39,62,621	93,96,26,210
Add: issued and allotted during the year
i. Allotment of shares pursuant to VESOS,2016 &2018, 2022 & 2024	-	-	40,01,737	4,00,17,370
ii. Allotment of shares under preferential issue guidelines	61,50,000	6,15,00,000	46,82,538	4,68,25,380
Less: Shares bought back during the year	-	-	-	-
Shares outstanding at the end of the year	10,87,96,896	108,79,68,960	10,26,46,896	102,64,68,960

Terms/Rights and restrictions attached to the Equity Shares:

The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.

CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES

The CSR Policy of the Company, inter alia, includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Companys website and can be accessed through the link: https://www.virinchi.com/pdf/virinchi-csr-policy.pdf and there has been no change in the policy during the year under review

CSR Expenditure during the year 2025-26

As per the Section 135(5) of the Companies Act, 2013, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities. For the Financial Year 2025- 26, the amount to be spent towards CSR activities works out to 31.74 Lacs. The Company has spent Rs.38.44 Lacs as against an obligation of 31.74 Lacs towards the CSR activities in the financial year 2025-26. The detailed Report, on the CSR Activities is annexed to Boards Report at Annexure-2.

Risk Management

Currently, the Companys risk management approach comprises of the following:

Governance of Risk Identification of Risk

Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personal accident coverage for lives of all employees are also being taken. Your company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions. Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy.

Vigil mechanism / Whistle blower policy:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with the Rules made thereunder, the Company has adopted a Whistle Blower Policy (Vigil Mechanism) to enable Directors and Employees to report genuine concerns and to provide adequate safeguards against victimisation of persons who avail themselves of such mechanism. The detailed functioning of the Vigil Mechanism is set out in the Corporate Governance Report, which forms part of this Annual Report. The Company has established an effective vigil mechanism to address instances of fraud, unethical behaviour, and mismanagement, if any.

In keeping with its core values of Strength, Performance, and Passion, and in line with its commitment to the highest standards of corporate governance and stakeholder responsibility, the Company ensures that all concerns raised under the Whistle Blower Policy are dealt with in a fair, transparent, and confidential manner. The Policy also provides adequate protection against retaliation or victimisation of any person who raises a genuine concern in good faith.

The Whistle Blower Policy is posted on companys website under following link http://virinchi.com/pdf/whistleBlowersPolicy.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Vedula Satyanarayana (DIN 09070986), retires by rotation at the ensuing Annual General Meeting. The Board of the Directors of the Company, based on recommendation of Nomination and Remuneration Committee, has recommended his re-appointment. A detailed profile of Shri Vedula Satyanarayana (DIN 09070986) along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice of the AGM which forms part of this Annual Report. During the year under review, Shri Vedula Satyanarayana (DIN 09070986) was re-appointed as Vice- Chairman and Executive Director of the company for a period of three years with effect from 22nd February, 2026 in the Annual General Meeting held on 30th September, 2025. During the year under review, Ms. Priya Rajender Goda(DIN: 07402785) appointed as an independent director of the company with effect from 11th June, 2025 to 10th June, 2030. During the year under review, Shri. Suresh Juthuga, resigned from the position of Independent Director with effect from 1st June, 2025 The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they have registered their names in the Independent Directors Databank;

c) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and integrity.

The terms and conditions of appointment of Independent Directors are also available on the Companys website and can be accessed through the link: https://www.virinchi.com/pdf/terms_and_Conditions_of_Appointment_of_Independent_Directors.pdf

Changes in Key Managerial Personnel during the year under review:

During the year under review, no changes took place in the Key Managerial Personnel of the Company.

Mr.M.V.Srinivasa Rao, Whole Time Director & CFO, Mr. V. Satyanarayana, Vice Chairman & Executive Director and Mr. K. Ravindranath Tagore, Company Secretary are the Key Managerial Personnel (KMP) of the company in terms of the provisions of the Act. The Board on the recommendation of the Nomination and Remuneration Committee has framed Policy for Selection of

Directors and Determining Directors Independence and Remuneration Policy for Directors, Key Managerial Personnel and

Other Employees in compliance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations and the same are available on the Companys website and can be accessed through the link https://www.virinchi.com/pdf/terms_and_Conditions_of_Appointment_of_Independent_Directors.pdf and https://www.virinchi.com/pdf/nomination-remuneration-policy.pdf respectively.

The Policy for Selection of Directors and determining Directors Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and determining Directors

Independence, if the person is intended to be appointed as Independent Director. There has been no change in the policy during the year under review. The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policies during the year under review

PERFORMANCE EVALUATION:

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors. In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees.

MEETINGS OF THE BOARD:

9(Nine) meetings of the Board of Directors were held during the year. The particulars of meetings held and attendance of each Director are detailed in the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEES:

The composition of the Committees as on March 31, 2026, is as under: A. Audit Committee:

The Audit Committee comprises Ms. Kalpana (Chairman), Shri. K. Sri Kalyan , Shri T. Shyam Sunder

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

B. Nomination and Remuneration Committee: The Nomination and Remuneration Committee comprises Ms. Kalpana (Chairman), Shri. K. Sri Kalyan , and Ms. Priya Rajender.

C. Stakeholders Relationship Committee: The Stakeholders Relationship Committee comprises Ms. Kalpana (Chairman), Shri. K. Sri Kalyan , and Ms. Priya Rajender.

D. Corporate Social Responsibility Committee: The Corporate Social Responsibility Committee comprises Ms. Kalpana (Chairman), Shri. K. Sri Kalyan , and Shri M. Srinivasa Rao Ms.K. Kalpana and Mr. T. Shyam Sunder are the independent Directors and Mr. K. Sri Kalyan is non independent and non -executive director

E. Executive Committee [Voluntary Committee]: The Board has constituted a voluntary committee known as the Executive Committee to oversee the day-to-day affairs of the Company. The Committee is authorised to take such decisions and actions as may be required in the ordinary course of the Companys business, in accordance with the powers delegated to it by the Board of Directors. As on the date of this Report, the Executive Committee comprises Shri Vedula Satyanarayana and Shri M.V. Srinivasa Rao. The Committee has been functioning continuously and assists the management in ensuring the efficient and timely conduct of the Companys day-to-day operations

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Act, with respect to Directors Responsibility Statement, your Directors state that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Profit of the Company for the financial year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

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

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During the year under review: a) All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

b) Details of contracts / arrangements / transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith and marked as Annexure - 4 to this Report. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at https://www.virinchi.com/pdf/policyOfRelatedPartyTransaction.pdf Members may refer to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

INTERNAL FINANCIAL CONTROLS:

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements. The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews the adequacy and effectiveness of Companys Internal Controls and monitors the implementation of audit recommendations.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report. Consolidated financial statements incorporating the operations of the company, its subsidiaries are appended. As required under the provisions of the Act, a statement showing the salient features of the financial Statements of the subsidiaries is enclosed to this report. The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 as Annexure-3 which forms an integral part of this Report.

AUDITOR AND AUDITORS REPORT:

Statutory Auditors:

M/s. P. Murali & Co., Chartered Accountants, (ICAI firm Registration Number :007257S) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 33rd Annual General Meeting (AGM) held on 28th September, 2022 until the conclusion of 38th AGM of the company to be held in the year 2027. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer on the financial statements. However, the Statutory Auditors have made an observation under Clause 3(vii) of the Companies (Auditors Report) Order, 2020 ("CARO") annexed to their report, regarding delay in depositing certain undisputed statutory dues. The Boards comments on this observation, pursuant to Section 134(3)(f) of the Companies Act, 2013, are set out below.

The board wishes to clarify that during the year, the Company faced liquidity constraints resulting in delays in the remittance of certain undisputed statutory dues. The delays were primarily due to temporary cash-flow mismatches, including delays in the realisation of receivables and the timing of other operating cash flows.

The management is actively taking steps to strengthen the Companys liquidity position and improve working-capital management. The Company is also undertaking measures to regularise the outstanding statutory dues in a phased manner, along with applicable interest, wherever required, and remains committed to strengthening its statutory compliance and ensuring timely remittances going forward

Secretarial Auditors:

Shri G. Vinay Babu, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, at the 36th AGM, held on September 30, 2025. He has confirmed his eligibility and qualification required under the Act and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company The Secretarial Audit Report relating to the financial year 2025-26 is annexed herewith and marked as Annexure - 5 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2026, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by M/s. G. Vinay Babu., Practicing Company Secretary, was submitted to BSE and NSE Limited.

Internal audit

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, the Company appointed M/s. K.L.V S Prasad Rao & Co Chartered Accountants as an Internal Auditor. The Internal Auditor directly reports to the Audit Committee.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best governance practices. The Corporate Governance Report as stipulated under the Listing Regulations forms part of this Annual Report. Certificate from the Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith and marked as Annexure - 6.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026, is available on the Companys website and can be accessed through the link: https://corporate.virinchi.com/annualReturns.php

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. During the year under review: a. Number of complaints of sexual harassment received in the year Nil b. Number of complaints disposed off during the year Nil c. Number of cases pending for more than ninety days - Nil

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFITS:

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

PARTICULARS OF EMPLOYEES:

In terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Boards Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the

Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Boards Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may send their e-mail to investors@virinchi.com

Names of companies which have become or ceased to be, its Subsidiaries, joint ventures or Associate companies: During the year under review, Virinchi Health Care Private Limited ceased to be a Wholly Owned Subsidiary of the Company and continues as a subsidiary company, with Virinchi Limited holding a 51% stake therein.

Details about Employees Stock Option Scheme

Disclosures pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 is available on the Companys website and can be accessed at www.virinchi.com

Maintenance of Cost Records

The maintenance of Cost Records as specified by the Central Government under section 148(1) of Companies Act, 2013 is not applicable during the year.

Material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year upto the date of this Annual Report. Further, there are no other significant developments during the year which can be considered as Material.

The Company purchased two units of the VHPL under slump sale with the approval of the shareholders through postal ballot ended on 12th August, 2026 for a consideration of Rs.100 Crores.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. No fraud has been reported by the Auditors to the Audit Committee or the Board.

4. There has been no change in the nature of business of the Company.

5. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

6. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

7. The Financial Statements of the Company were not revised.

8. The Company has not failed to implement any corporate action.

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

10. There was no application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

11. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and cooperation received from the Government and Regulatory Authorities, Stock Exchanges, Depositories, Banks, Customers, Vendors and Members during the year under review.

For and on behalf of the Board of Directors
	Virinchi Limited
	M.V. Srinivasa Rao
Place: Hyderabad	Chairman, Whole Time Director & CFO
Date: 22/08/2026	DIN: 00816334