Virinchi Ltd Directors Report

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. The materially significant related party transactions with the Companys Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company have been carried out after the necessary approvals from shareholders. Please see the details of the same in form AOC-2 which is annexed as Annexure-4

Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in

compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance.

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Board of Directors of your Company have constituted a CSR Committee.

The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities.

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 2024- 25, the amount to be spent towards CSR activities works out to 27.06 Lacs. The Company has spent Rs.27.06 Lacs towards the CSR activities in the financial year 2024-25.

The detailed Report, on the CSR Activities is annexed to Boards Report at Annexure-2.

The company as required under the provisions of "The Sexuai Harassment of women at Workplace (Prohibition, prevention and Redressai) Act, 2013 has framed a policy on Prohibition, Prevention and Redressai of Sexuai Harassment of women at workpiace and matters connected therewith or incidentai thereto. Internai compiaints Committee (ICC) has been set up to redress compiaints received regarding sexuai harassment. Aii empioyees (Permanent, Contractuai, temporary, trainees) are covered under this poiicy.

a. number of compiaints fiied during the financiai year - NIL

b. number of compiaints disposed of during the financiai year -NIL

c. number of compiaints pending as on end of the financiai year - NIL

There are no appiications made or any proceeding pending to report under the Insoivency and Bankruptcy Code, 2016 (31 of 2016) during the year.

During the year there is no one time settiements done with the Banks to report.

At Virinchi, we strive to conduct our business and strengthen our reiationships in a manner that is dignified, distinctive and responsibie. We adhere to ethicai standards to ensure integrity, transparency, independence and accountabiiity in deaiing with aii stakehoiders. Therefore, we have adopted various codes and poiicies to carry out our duties in an ethicai manner. Some of these codes and poiicies are:

? Code of Conduct

? Code of Conduct for Prohibition of Insider Trading

? Whistle Blower PoiicyCode of Conduct for Board of Directors and Officers of Senior Management

? Policy for determining materiality for disclosure

? Document Retention and Archival Policy

? Sexual Harassment Policy

? Policy for Determining material subsidiary

The Company has a vigii mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination wiii be meted out to any person for a genuinely raised concern.

A high ievei Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on companys website under following link

Currentiy, the Companys risk management approach comprises of the foiiowing:

? Governance of Risk

? Identification of Risk

? Assessment and controi of Risk

The risks are being identified by a detaiied study. Senior Management are anaiyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personai accident coverage for iives of aii empioyees are aiso being taken.

Your company puts in piace the risk management framework, which heips to identify various risks cutting across its business iines. 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 poiicy.

Your company has in piace adequate systems of internai controi commensurate with its size and the nature of its operations. These have been designed to provide reasonabie assurance with regard to recording and providing reiiabie financiai and operationai information, compiying with appiicabie statutes, safeguarding assets

from unauthorized use or iosses, executing transactions with proper authorization and ensuring compiiance of internai poiicies. The Company has a weii-defined deiegation of power and defined iimits for approving revenue as weii as capitai expenditure. Processes for formuiating and reviewing annuai and iong term business pians have been iaid down to ensure adequacy of the controi system, adherence to the management instructions and iegai compiiances.

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

M/s. P. Muraii & Co., Chartered Accountants, (ICAI firm Registration Number :007257S) were appointed as Statutory Auditors of the Company to hoid office for a term of 5 years from the conciusion of the 33^rd Annuai Generai Meeting (AGM) heid on 28^th September, 2022 untii the conciusion of 38^th AGM of the company to be heid in the year 2027.

The Auditors Report is unmodified i.e. it does not contain any quaiification, reservation or adverse remark or disciaimer.

The observation made in the Auditors Report read together with reievant notes thereon are seif-expianatory and hence, do not caii for any further comments under Section 134 of the Companies Act, 2013.

As required under Reguiation 34 (3) read with scheduie V (E) of the SEBI (LODR) Reguiations, 2015, Auditors certificate on corporate governance is enciosed as Annexure-7 to Boards Report.

The Company compiies with the appiicabie Secretariai Standards issued by the Institute of Company Secretaries of India.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Manageriai Personnei) Ruies, 2014, your Company has appointed Mr. G.Vinay Babu, Practicing Company Secretary, to undertake the Secretariai Audit of your Company. The Report of the Secretariai Audit is annexed as Annexure - 5.

The Secretariai Audit Report does not contain any quaiification, reservation or adverse remark or disciaimer.

A Secretariai Compiiance Report for the financiai year ended 31^st March, 2025, on compiiance of aii appiicabie SEBI Reguiations and circuiars / guideiines, issued by M/s. G.

Vinay Babu., Practicing Company Secretary, was submitted to BSE and NSE Limited.

The equity shares of your Company continue to be listed and traded on the BSE and NSE Limited. The Annual Listing fee for the year 2025-26 has been paid to the stock exchange.

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards had been followed and there are no material departures.

b) The directors have selected appropriate accounting policies and applied them consistently and have 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 financial year and of the profit of the company for that period.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) We have prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis.

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31^st March, 2025.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

Names of companies which have become or ceased to be, its Subsidiaries, joint ventures or Associate companies:

No company have become or ceased to be Subsidiary during the year. The company dont have any Joint Ventures & Associate companies to report.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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.

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

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

Corporate Governance Report is set out as separate Annexure to this Report.

Management Discussion and Analysis Report

Managements Discussion and Analysis report for the year under review as stipulated under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure -6 and forms an integral part of this Report. The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 1 and forms an integral part of this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the

Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the companys clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the companys employees at all levels in enabling such growth.

Statement Of Disclosure of Remuneration

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Note: The Independent Directors in the company does not receive any remuneration from the company apart from the sitting fees for attending board and committee meetings.

The Annual Report on CSR Activities For Financial Year Ended

31^st March, 2025

(Pursuant to Section 135 of the Act & Rules made there under)

The Company has its CSR Policy within broad scope laid down in Schedule VII to the Act, as projects / programmes / activities, excluding activities in its normal course of business.

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report)- Not Applicable.

6. Average net profit of the company as per section 135(5)- Rs. 13,53,19,920

7. (a) Two percent of average net profit of the company as per section 135(5)- Rs.27,06,398

? Policy on Preservation of Documents

? Whistle Blower Policy

? Related Party Transaction Policy

? Familiarization programme for IndependentDirectors

? Nomination and remuneration Policy

? Policy on material subsidiaries

? Corporate Social Responsibility Policy

7. We further report that:-

a. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b. Adequate notice of board meeting is given to all the directors along with agenda and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and meaningful participation at the meeting.

c. As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

d. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

e. We further report that during the year under report, the Company has not undertaken any event/ action having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

To,

The Members,

8-2-672/5&6, 4^th Floor, Estate Road No.1,

Banjara Hills Hyderabad,TG 500034 IN

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Secretarial Audit Report of M/S. Virinchi Health Care

Private Limited

Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,

The Members,

Hyderabad.

We have conducted Secretarial Audit pursuant to Section 204 of the Companies Act 2013, on the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Virinchi Health Care Private Limited (hereinafter called as "the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minutes books, forms, returns filed and other records maintained by the Company and also the information and according to the examinations carried out by us and explanations furnished and representations made to us by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has during the audit period covering the Financial Year ended on 31^st March 2025 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the financial year ended 31^st March 2025 ("Audit Period”) according to the provisions of:

1.1. The Companies Act, 2013 (the Act) and the Rules made thereunder;

1.2. The Secretarial Standards on the Meetings of the Board of Directors, Committees (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

2. We report that during the period under review the Company has substantially complied with Secretarial Standards on Board Meeting issued by the Institute of Company Secretaries of India.

3. In our opinion and as identified and informed by the Management, the Company has adequate systems to monitor and ensure compliance (including the process of renewal/fresh/pending applications with Government Authorities),the following laws are specifically applicable to the Company.

i. Atomic Energy Act, 1962

ii. Birth and Death and Marriage Registrations Act, 1886

iii. The Air (Prevention and Control of Pollution), Act, 1981

iv. The Water (Prevention and Control of Pollution), Act, 1981

v. Gas Cylinder Rules, 2016

vi. The Dentists Act, 1948

vii. Drugs and Cosmetics Act, 1940 and Rules made thereunder

viii. Epidemic Diseases Act, 1897

ix. ICMR Guidelines

x. Excise Permit (For Storage of Spirit) under Central Excise Act, 1956

xi. Legal Metrology Act, 2009

xii. Legal Metrology Rules, 2011

xiii. Medical Termination of Pregnancy Act, 1971

xiv. NACO Guidelines

xv. Narcotic Drugs and Psychotropic Substances Act, 1985

xvi. Hazardous Waste and other Wastes (Management and Transboundary Movement), Rules, 2016

xvii. Pharmacy Act, 2015

xviii. Food Safety and Standards Act, 2006 and Rules made thereunder

xix. Poisons Rules (State specific)

xx. Pre-Conception and Pre-Natal Diagnostic Techniques Act, 1994

xxi. Prevention of Illicit Traffic in Narcotics Drugs Act, 1988

xxii. Prohibition of Smoking Act, 2008

xxiii. The Static and Mobile Pressure vessels (Unfired) (Amendment), Rules, 2018

xxiv. The Bio Medical Waste (Management and Handling) (Amendment), Rules, 2018

xxv. Transplantation of Human Organs and Tissues Act, 1994 and Rules made thereunder

xxvi. Clinical Establishments and Registration Act, 2010

xxvii. National Building Code

xxviii. Indian Medical Council Act 1956

xxix. Fire Services Act 1999

xxx. Minimum wages Act 1948

xxxi. Employee Provident Fund Act 1952

xxxii. Employee State Insurance Act 1948

It is reported that during the period under review, the Company has been regular in complying with the provisions of the Acts, Rules, Regulations and Guidelines, as mentioned above.

4.1 Mr. Ravindranath Tagore Kolli, Company Secretary of the Company is also holding the position of Company Secretary & Compliance Officer in the holding Company M/s Virinchi Limited under Section 203 of the Companies Act 2013

4.2 Adequate Notice along with agenda and detailed notes on agenda is given to all the Directors physically to schedule the Board Meetings.

4.3 There exists a system for seeking and obtaining further information and clarifications on the agenda items before the meeting and meaningful participation at the meeting.

4.4 Decisions at the meetings of the Board of Directors of the Company were taken unanimously. It is to be noted that for the Audit Period the following events not applicable:

i. Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

ii. Redemption / buy-back of securities

iii. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

iv. Merger / amalgamation / reconstruction, etc.

v. Foreign technical collaborations

4.5 There exist adequate systems and processes in the Company that commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and advised the company to ensure the compliance of Secretarial Standards with true spirit.

5. We further report that during the audit period, there were no specific events / actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc except as stated above and in the Audit Report.

Annexure To Secretarial Audit Report of Virinchi Health Care

Private Limited

To,

The Members,

Hyderabad.

Our Report of even date is to be read along with this letter

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the Management. Our examination was limited to the verification of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Particulars of Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outflow Required Under Companies (Accounts) Rules, 2014

Companys operations require electrical energy for its use in air conditioning the premises, for power supply to computer systems and lighting which are not energy intensive. However, adequate measures have been taken to reduce energy consumption, wherever possible.

To decrease the carbon footprint, company transportation is extended to associates from different parts of the city; the occupation is 100% in all the buses on all the working days. Also, to conserve the natural resources, STP plan is installed and the waste water and solid material emitted out, after processing is being used for landscaping. The company has adopted laudable practices like reducing the carbon foot prints, maximizing the utilization of natural light and reducing the electric light fitments, reduction of size of work station partitions. use of recycled material for the work stations wood boards, provision of task lights for every work station to minimize the power consumption, central control switch for entire work station and automated water control taps in the rest rooms. As part of energy conservation, LED lighting is being use for the new areas, which are undergoing interior renovation works.

Your company will continue to focus and invest in its R & D activities in software engineering, technologies and products. Your company leverages its excellence in technology for producing World Class Products and solutions. The continual exposure to new technologies has helped maintain high motivation levels in employees and to generate higher levels of productivity, efficiency and quality. Your company continues to give due importance to research and development to maintain its leadership in the field of leading edge technologies.

Most of your Companys earnings are from the export of Computer Software and Services. In order to promote product sales and services, your Company participated in various exhibitions and carried product promotion activities.

(Rs. in Lakhs)

Your company continues to use state-of-the-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

To support its growth plans, the company continues to invest in global solutions that are configured consistently for its core business processes.