Your Directors have pleasure in presenting 35^th Annual Report of Fortis Malar Hospitals Limited ("the Company") along
with Audited Standalone and Consolidated Financial Statements and Auditors' Report thereon for the Year ended March
31,2026.

FINANCIAL RESULTS

The highlights of Consolidated Financial Performance of your Company are as follows: ⁽' ^{in Lakhs)}

The highlights of Standalone financial Performance of your Company are as follows:

STATE OF COMPANY'S AFFAIR, OPERATING RESULTS
AND PROFITS

Your Company achieved a consolidated total income of Rs
6.35 Crores during the current year as against Rs 2.72 Crores
in the corresponding financial year ended March 31,2025.
EBITDA for the year stood at Rs 4.73 Crores compared to
Rs 0.58 Crores for the previous corresponding year. The
Profit after exceptional item and before tax for the period
stood at Rs 4.73 Crores as against Rs 0.57 Crores during
the corresponding year. Profit for the year stood at Rs 4.14
Crores in the current financial year compared to Rs.0.39
Crores in the previous year.

Post the slump sale transaction, the Company ceases to
have any business operations. Currently, the management
of the Company has no visibility of commencing any new
business operations in the future and the Company's
management and Board of Directors, in consultation with
its legal advisors/ merchant bankers, is evaluating various
corporate restructuring options for the future possible
course of actions for the Company and is progressing with
the finalisation of plan.

SIGNIFICANT MATTERS DURING THE YEAR UNDER
REVIEWOPEN OFFER

Pursuant to execution of Share Subscription Agreement
dated July 13, 2018 ("SSA"), Northern TK Venture Pte Limited
("NTK" or the "Acquirer"), a wholly owned subsidiary of IHH
Healthcare Berhard ("IHH"), subscribed to 235,294,117
new equity shares of Fortis Healthcare Limited ("FHL")
with a face value of INR 10 each ("Subscription Shares"),
constituting approximately 31.1% of the total voting equity
share capital of FHL on a fully diluted basis ("Expanded
Voting Share Capital") for a total consideration of INR 4,000
Crores and FHL issued and allotted Subscription Shares by
way of preferential allotment in accordance with the terms
of SSA ("Subscription"). As a consequence of Subscription,
the Acquirer together with IHH and Parkway Pantai Limited
("PPL"), collectively made a mandatory open offer, by filing a
public announcement dated July 13, 2018 to carry out the
following:

A. A mandatory open offer for acquisition of up to
197,025,660 equity shares of face value of INR 10 each
in FHL, representing additional 26% the Expanded
Voting Share Capital of FHL, at a price of not less than
INR 170 per share ("Fortis Open Offer") or such higher
price as required under the Securities and Exchange
Board of India ("SEBI") (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011 ("SEBI (SAST)
Regulations"); and

B. In light of the acquisition of the controlling stake of
FHL, a mandatory open offer for acquisition of up to
4,894,308 fully paid up equity shares of face value of
INR 10 each in Fortis Malar Hospitals Limited ("Malar"),
representing 26% of the paid-up equity shares of Malar
at a price of INR 60.10 per share ("Malar Open Offer").
In the FY 2024-25, Malar has declared & paid interim
dividend of INR 40 per equity share and final dividend of
INR 2.50 per equity share to its shareholders. Pursuant
to such declaration and in terms of Regulation 8(9) of
the SEBI (SAST) Regulations, Acquirer and Persons
Acting in Concert ("PACs") have decided to adjust Malar
Open Offer price from INR 60.10 per equity share to
INR 17.6 per equity share.

On October 16, 2025, the Malar made a Disclosure
in respect of the announcement made by IHH
Healthcare Berhad ("IHH") dated October 16, 2025
on the Malaysian Stock Exchange (i.e. Bursa Malaysia)
regarding the Malar Open Offer (open offer price was
revised from the original open offer price of INR 60.10
(Indian Rupees Sixty and Ten Paisa only) per Equity
Share to INR 17.60 (Indian Rupees Seventeen and
Sixty Paisa only), in accordance with the requirements
of the SEBI (SAST) Regulations). Basis announcement
made by IHH dated November 11 2025, following
the completion of the transfer of Malar Shares from
the tendering shareholders to the Acquirer and the
completion & settlement of payment to the tendering
shareholders of the Company, the Malar Open Offer
has been completed on November 10, 2025.

The Hon'ble Supreme Court of India had on December
14, 2018, passed an order ("Status Quo Order") directing
"status quo with regard to sale of the controlling stake in
Fortis Healthcare to Malaysian IHH Healthcare Berhad
be maintained". In light of the Status Quo Order, Fortis
Open Offer and Fortis Malar Open Offer were put on
hold until further order(s)/ clarification^)/ direction(s)
issued by the Hon'ble Supreme Court of India. Vide its
order dated November 15, 2019, the Hon'ble Supreme
Court had issued suo-moto contempt notice to,
among others, FHL and directed its Registry to register
a contempt petition regarding alleged violation of the
Status Quo Order ("Contempt Petition").

Petitions before the Hon'ble Supreme Court including
Contempt Petition have been disposed of vide
judgement dated September 22, 2022 ("Judgement").

No finding of contempt has been made against FHL or
its independent directors. Based on legal advice, FHL
is of the clear view that the Status Quo Order dated
December 14, 2018, no longer exists.

In the Judgement, Hon'ble Supreme Court has passed
certain directions, inter-alia, that the Hon'ble High
Court of Delhi may consider issuing appropriate
process and appointing forensic auditor(s) to analyze
the transactions entered into between FHL and RHT
and other related transactions. The stated position of
FHL is that these transactions were done in compliance
with applicable laws, post requisite corporate and
regulatory approvals and necessary disclosures/
announcements. Currently, it is vehemently opposing
the application before the High court for appointment
of forensic auditor.

DIVIDEND AND TRANSFER TO RESERVES

During the financial year the Company has not transferred
any amount to General Reserves.

Further no dividend has been recommended by the Board
of Directors for the Financial Year 2025-26.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting
the financial position of your Company which have occurred
till the date of this report except as disclosed in this Annual
Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company maintained an internal control system
designed to commensurate with the nature of business
and complexity of operations. It was monitored by the
management to provide reasonable assurance on the
achievement of objectives, effectiveness and efficiency of
operations, reliability of financial reporting and compliance
with applicable laws and regulations. With the divestment
of operations of the Company, Internal Control framework
is now realigned to commensurate the residual operations
of the Company.

DETAILS OF SUBSIDIARY

During the year under review, your Company has only
one subsidiary Company i.e. Fortis Healthcare Research
Foundation (formerly known as Malar Stars Medicare
Limited), which had been converted into Section 8 company
as per the provisions of the Companies Act, 2013. The
application for conversion was submitted to the Registrar

of Companies on May 01, 2025 and same was approved
on May 19, 2025. This strategic initiative is intended to
align the Company's operations with its core objectives of
promoting healthcare and social welfare. The conversion
process has been undertaken in compliance with all
applicable sections, rules, and regulations. Accordingly,
the name of the Company had been changed from "Malar
Stars Medicare" to "Fortis Healthcare Research Foundation"
consequent to approval of the Registrar of Companies
dated August 26, 2025.

The Board of Directors has adopted a policy for
determining "material subsidiary" pursuant to Regulation
16(1 )(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The said policy is
available athttps://www.fortismalarhospital.com/investor-
relations/investorcatdetails/corporate-governance/
policies-and-other-documents

Basis the Consolidated Audited Financial Statements of the
Company for FY 2025-26, your Company has no "material
subsidiary" in terms of the said policy and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Further, no subsidiary/Joint venture/ Associate
Companies has been added or ceased during the period
under review.

PERFORMANCE AND FINANCIAL POSITION OF THE
SUBSIDIARY COMPANY

The Consolidated financial statements of your Company
and its subsidiary, prepared in accordance with applicable
Indian Accounting Standards as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under Section
133 of the Companies Act, 2013, forms part of the Annual
Report. In terms of Section 136 of the Companies Act,
2013, financial statements of the subsidiary company will
be provided to any shareholder of the Company who asks
for it and said financial statements will also be kept open
for inspection at the registered office of the Company and
that of subsidiary. The Performance and financial position
along with contribution of the subsidiary to the overall
performance of your Company which is also included in
the Consolidated Financial Statements of the Company
is enclosed herewith as "Annexure-I" in the prescribed
format in Form AOC-1.

LOANS / ADVANCES / INVESTMENTS / GUARANTEES

Particulars of loans / advances / investments / guarantees
given and outstanding during FY 2025-26 are provided in
notes to financial statements.

PUBLIC DEPOSITS

During the year under review, your Company has not

invited or accepted any deposits from the public pursuant
to the provisions of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposit) Rules,
2014.

AUDITORS1. STATUTORY AUDITORS

M/s B S R & Co. LLP, Chartered Accountants
(Registration No. 101248W/W-100022), were
appointed as Statutory Auditors of your Company for a
second term of four years to conduct statutory audit of
the Company for the Financial Years commencing from
April 1, 2024 to March 31, 2028. The said appointment
was approved by the shareholders at their 33^rd Annual
General Meeting, accordingly they hold the office of
statutory auditor from the conclusion of 33^rd Annual
General Meeting until the conclusion of 37^th Annual
General Meeting to be held in year 2028.

The Notes on financial statements referred to in the
Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does
not contain any qualification, reservation or adverse
remark. However, Emphasis of matter is drawn to
Note 2 (a) (ii) to the standalone financial statements
which explains that consequent to sale of business
operations through a slump sale transaction, the
Company ceases to have any business operations.
Currently, the management of the Company has no
visibility of commencing any new business operations
in the future, and the Company's management and
Board of Directors, in consultation with its legal
advisors/ merchant bankers, is evaluating various
corporate restructuring options for the future possible
course of actions for the Company and is progressing
with the finalisation of plan. However, the Company
believes that it has sufficient cash and cash equivalent
balance to settle its obligations as and when they fall
due and the Company believes that it would be able to
meet its financial obligations for the foreseeable future
based on the current cash position and projected
cash flows. Accordingly, these standalone financial
statements have been prepared on a going concern
basis.

Further, as per the requirement of Companies Auditor
Report Order (CARO) Rules, 2016, no fraud has been
reported or noticed during the period under review.

2. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013
read with the relevant rules made thereunder or any

amendments thereof, the Company is required to
maintain cost records and accordingly such accounts
and records are made and maintained by the Company
in respect of its hospital activity and the same is also
required to be audited. Your Board had, upon the
recommendation of the Audit & Risk Management
Committee, appointed M/s Jitender, Navneet & Co.,
Cost Accountants to audit the cost accounts of the
Company for FY 2025-2026 at a remuneration up to
'75,000 (Rupees Seventy- Five Thousand) plus taxes
and out-of-pocket expenses. As required under the
Companies Act, 2013, the remuneration payable
to the cost auditor is required to be placed before
the members in a general meeting for ratification.
Accordingly, a resolution seeking member's ratification
for the remuneration payable to M/s Jitender, Navneet
& Co., Cost Auditors is included in Notice convening
ensuing Annual General Meeting.

The Report of the Cost Auditors for the FY 2024-25
does not contain any qualifications, reservations or
adverse remarks and the comments given by the Cost
Auditors are self- explanatory and hence do not call for
any further explanations or comments.

3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 read with Regulations 24A of SEBI (Listing
Obligations and Disclosure Requirement), 2015, the
Company had appointed M/s Mukesh Agarwal &
Co., Practicing Company Secretary, as the secretarial
auditors of the company to hold office for a term
of 5 (Five) consecutive years from Financial Year
commencing from April 01, 2025 to March 31, 2030.

The Secretarial Audit Report (Form MR - 3) of the
Company given by the Secretarial Auditors for the
financial year ended March 31, 2026 is enclosed
as "Annexure-N" to this Report. The Secretarial
Audit Report of your Company does not contain any
qualification, reservation or adverse remark. The
comments made by the Secretarial Auditors are self¬
explanatory.

4. INTERNAL AUDITORS

The Company has a well-established, independent and
in-house Internal Audit function that is responsible
for providing assurance on compliance with operating
systems, internal policies and legal requirements,
as well as suggesting improvements to systems and

processes. The Internal Audit function monitors and
evaluates the efficacy and adequacy of internal control
systems in the Company and reports on operational
deficiencies and key process risks to management and
the Audit & Risk Management Committee.

For FY 26, Internal Audit(s) were performed in
accordance with the Internal Audit plan approved by
the Audit & Risk Management Committee.

COMPLIANCE OF SECRETARIAL STANDARD

During the period under review, your Company has
complied with the applicable provisions of Mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS

During FY 2025-26, there was no significant material order
passed by the Regulators / Courts which would impact
the going concern status of the Company and its future
operations.

CHANGE IN THE NATURE OF BUSINESS

Consequent to the sale of its business operations in the
FY 2023-24, the Company has ceased all business activities
and is no longer carrying on any trade or business.

STOCK OPTIONS AND CAPITAL STRUCTURE

During the year under review, the Company has not
granted any options under "Malar Employees Stock Option
Plan, 2008" ("ESOP Scheme").

Further, pursuant to the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SEBI (SBEBS) Regulations"), as amended from time to
time, the Nomination & Remuneration Committee of the
Company, inter-alia, administers and monitors the ESOP
Scheme of the Company.

As on March 31, 2026 Company does not have any
outstanding stock options as the same has already been
unexercised and thereafter, lapsed in earlier financial
years.

Pursuant to the provisions of the SEBI (SBEBS) Regulations,
the details of stock options as on March 31,2026 under the
"Malar Employees Stock Option Plan 2008" is available at the
website of the Company athttps://www.fortismalarhospital.
com/investor-relations/investorcatdetails/corporate-
governance/policies-and-other-documents

The certificate from the Secretarial Auditors of the Company

stating that the Schemes have been implemented in
accordance with the SEBI (SBEBS) Regulations would
be available during the Annual General Meeting for
inspection by members. The details pertaining to shares in
suspense account are specified in the report of Corporate
Governance forming part of the Board 'Report.

The Company has not made any provision of money for
purchase of, or subscription for, its own shares or of its
holding Company.

During the FY 2025-26, there was no change in capital
structure of the Company.

ANNUAL RETURN

The Annual Return of the Company in Form MGT- 7 in
accordance with Section 92(3) of the Companies Act,
2013 is available on the website of the Company at
https://www.fortismalarhospital.com/investor-relations/
investorcatdetails/annual-general-meeting-2076

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE

Particulars required under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, regarding Conservation of Energy,
Technology Absorption and Foreign Exchange is given in
"Annexure IN", forming part of this Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your Company did not have
any obligation to make CSR contribution, hence, no initiatives
have been taken during the year. Further, the disclosure
as required under Section 134(3)(o) of the Companies, Act,
2013 read with Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014 is not applicable.

The policy as approved by the Board is available on the
Company's website athttps://www.fortismalarhospital.
com/investor-relations/investorcatdetails/corporate-
governance/policies-and-other-documents

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Daljit Singh, Director is liable to retire by rotation at
the ensuing Annual General Meeting and has offered
himself for re-appointment. On the recommendation from
Nomination & Remuneration Committee, the Board has
recommended his re-appointment as a director liable to
retire by rotation. As required under Regulation 36 of SEBI
LODR and Secretarial Standards information or details of

Mr. Daljit Singh are provided in the Notice convening the
ensuing Annual General Meeting.

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
under sub- section (6) of section 149 of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, no director
of the Company was disqualified to become/continue as
Director of the Company, in terms of the provisions of the
Companies Act, 2013 and the rules made thereunder.

Further, during the financial year 2025-26, following
changes occurred in the composition of the Board of
Directors & KMP:

Mr. Ramesh Lakshman Adige completed his tenure
as a Non-Executive Non-Independent Director of the
Company on May 05, 2025, and consequently ceased
to be a Non-Executive Non-Independent Director
w.e.f May 06, 2025. Dr. Ritu Garg was appointed
as an Additional Non-Executive Non-Independent
Director w.e.f. May 6, 2025 and her appointment was
regularized by the members of the Company at the
Annual General Meeting held on July 30, 2025.

Mr. Chandrasekar Ramaswamy, who was serving as
a Whole-Time Director, has resigned from the Board
w.e.f January 18, 2026.

Mr. Bidesh Chandra Paul was appointed as an
Additional Non-Executive Non-Independent Director
w.e.f. January 18, 2026 and his appointment was
regularized by the members of the Company through
Postal Ballot on March 27, 2026.

Mr. Bidesh Chandra Paul was designated as Whole
Time Director w.e.f. February 06, 2026 and his
appointment as Whole-Time Director was regularized
by the members of the Company through Postal Ballot
on March 27, 2026.

Ms. Shailaja Chandra was re-appointed as an
Independent Director of the company for a second
term of 5 consecutive years effective from March 10,
2026.

There is no inter-se relationship between the Board
Members.

During the year under review, the following changes
occurred in the Key Managerial Personnel (KMP) of the
Company:

Mr. Chandrasekar Ramaswamy resigned from the

position of Whole-Time Director w.e.f. January 18,
2026.

Mr. Bidesh Chandra Paul was appointed as the Whole
Time Director w.e.f. February 06, 2026.

During the year under review, 4 (Four) meetings were held
by the Board of Directors. Details of Board/ Committee
meetings held and attendance of Directors are provided
in the Corporate Governance Report forming part of the
Annual Report.

Disclosures regarding the following are also mentioned in
report on Corporate Governance:

1. Composition of committee(s) of the Board of Directors
and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the directors
including stock options; (if any) and

4. Commission received by Whole-time Director, if any.

In the Opinion of the Board, the Independent Directors of
the Company are the persons of integrity, expertise and
posses the relevant experience/ proficiency. Further, the
Independent Directors, fulfill the conditions as per the
applicable laws & are independent to the management of
the company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board and its respective committees
are required to carry out performance evaluation of the
Board as a body, the Directors individually, Chairman as
well as that of its Committees.

In view of the aforementioned provisions, an evaluation
process, covering various aspects of the functioning of the
board including Independent Directors and its committees,
adequacy of the constitution and composition of the Board
and its committees, matters addressed in the Board,
processes followed at the meeting, frequency of meetings
of the Board and its committees, long range strategic
thinking and planning etc., are in place.

Accordingly, the Board members completed the process
for evaluating the entire board including Independent
Directors, respective committees of which they are
members and of their peer Board members, including
Chairman of the Board.

Thereafter, the same was duly placed before the Board of
Directors for noting.

MANAGERIAL REMUNERATION

Disclosures pursuant to Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are as under: -

a) Comparison and ratio of the remuneration of
each director to the median remuneration of the
employees of the Company for FY 2025-26 - Not

applicable

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, during the financial year under review

¹Appointed w.e.f. May 06, 2025
²Re-appointed w.e.f. March 10, 2026
3Appointed w.e.f. February 06, 2026
⁴Resigned w.e.f. January 18, 2026
⁵Ceased w.e.f. May 06, 2025

c) The percentage increase in the median remuneration of employees in FY 26

Not Applicable - There was no employee during the period under review.

d) The number of permanent employees on the roll of Company is "Nil" as on March 31, 2026

e) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and any exceptional circumstances for increase in the managerial remuneration

Not Applicable - There was no employee during the period under review.

f) Salary details along with the variable component and other benefits of the remuneration being paid to
directors - Not Applicable - There was no employee during the period under review.

g) Remuneration has been paid to Directors and KMPs as per Board Governance Document / the Remuneration
Policy of the Company. Not Applicable - There was no employee during the period under review.

Remuneration Policy:

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a remuneration
policy for selection and appointment of Directors,
Senior Management and their remuneration including
criteria for determining qualifications, positive attributes,
independence of a Director etc. and the same is also
available on the website of the Company at the link

http://www.fortismalarhospital.com/investor-relations/

investorcatdetails/corporate-governance/policies-and-

other-documents

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read
with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided

upon request. In terms of Section 136 of the Companies
Act, 2013, the Board Report and Accounts are being sent
to the Members and others entitled thereto, excluding the
information on employees' particulars which is available for
inspection by the Members at the Registered Office and /
or Corporate Office of the Company during business hours
between 10.00 am to 12.00 noon on working days (Except
Saturday) of the Company up to the date of the ensuing
Annual General Meeting. Member interested in obtaining
a copy thereof, may write to the Company Secretary in this
regard.

RELATED PARTY TRANSACTIONS

Disclosures of Related Party Transaction as required under
Section 134(3)(h) read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, are given in "Annexure IV" in
Form AOC-2 as specified under the Companies Act, 2013.

All Related Party Transactions were placed before the
Audit & Risk Management Committee for approval as
required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Omnibus approval of
the Audit & Risk Management Committee was obtained for
the transactions which were of foreseeable and repetitive
nature. The transactions entered into pursuant to such
omnibus approval so granted are audited and a statement
giving details of all related party transactions was placed
before the Audit & Risk Management Committee on a
quarterly basis.

The Company has formulated a Related Party Transactions
Policy for the purpose of identification and monitoring
of such transactions. The policy on Related Party
Transactions as approved by the Board is uploaded on the
Company's website and the same is available at the link:
http://www.fortismalarhospital.com/investor-relations/
investorcatdetails/corporate-governance/policies-and-
other-documents

None of the Directors has any pecuniary relationship or
transaction vis-a-vis the Company, except to the extent of
sitting fees and the fees paid for services rendered in the
professional capacity and remuneration approved by the
Board of Directors and as disclosed in this Annual Report.

Your Company has complied with the disclosure
requirement in compliance with the Accounting Standards
on "Related Party Disclosures". Further, your Directors wish
to draw attention of the members to note 20 in the notes
to accounts in the standalone financial statement and to
note 19 in the notes to accounts in the consolidated
financial statement which sets out related party disclosures.

APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE
AND DISCLOSURE ON ONE-TIME SETTLEMENT

As on the date of the Report no application is pending
under the Insolvency and Bankruptcy Code, 2016 and the
Company did not file any application under ('IBC') during
the FY 2025-26. Further, the Company has not made any
one-time settlement.

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

During the year under review, there was no instance of
a onetime settlement with banks or financial institutions.
Therefore, the requirement to disclose the details of the
difference between the amount of the valuation done at
the time of the one-time settlement and the valuation done
while taking a loan from the banks or financial institutions,
along with the reasons therefore, is not applicable.

RISK MANAGEMENT FRAMEWORK

The Company has designed a risk management framework
for risk identification, assessment, mitigation plan
development and monitoring of action to mitigate the risks.
This framework enables the management to develop and
sustain a risk-conscious culture, wherein, there is a high
degree of organisation-wide awareness and understanding
of external and internal risks associated with the business.
The framework promotes risk ownership, accountability
and continuous improvement to minimize adverse impact
on achievement of business objectives and enhance the
Company's competitive advantage.

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company is committed to complying with the applicable
provisions of the Maternity Benefit Act, 1961.

During the year under review, the Company had no
employees, accordingly no benefits under the Maternity
Benefit Act, 1961 were required to be extended.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a safe and

respectful work environment and complying with all
applicable laws relating to the prevention of sexual
harassment at the workplace.

During the year under review, the Company had no
employees. Accordingly, the provisions relating to the
constitution of an Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 were not applicable
to the Company. Further, no complaints relating to sexual
harassment were received during the year under review.

DISCLOSURE REQUIREMENTS

As per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate Governance
Report with Auditors' certificate thereon are attached,
which forms part of this report. Further, pursuant to the
provisions of Section 143(12) of the Companies Act 2013,
neither the Statutory Auditors nor the Secretarial Auditors
& Cost Auditors have reported any incident of Fraud to the
Audit & Risk Management Committee or the board during
the period under review.

CODE OF CONDUCT

Declaration by Mr. Bidesh Chandra Paul, Whole-time
Director, confirming compliance with the 'Code of Conduct'
is enclosed with Corporate Governance Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis
on managing its affairs with diligence, transparency,
responsibility and accountability. Your Company is
committed to adopting and adhering to the best
Corporate Governance practices recognised globally. Your
Company understands and respects its fiduciary role and
responsibility towards stakeholders and the society at
large and strives hard to serve their interests, resulting in
creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on
Corporate Governance is given in the section titled "Report
on Corporate Governance" forming part of this Annual
Report. Certificate of M/s. Mukesh Agarwal & Co., Company
Secretary in Whole-time Practice, regarding compliance
with the Corporate Governance requirements as stipulated
in Clause E, Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed
with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Integrated Annual Report contains a dedicated section
on the Management Discussion and Analysis Report,

prepared in line with Regulation 34 of the SEBI Listing
Regulations. This section also covers the consolidated
operations, reflecting the global footprint of our business.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards has been followed along with proper
explanation relating to material departures;

b) the directors had 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 for financial year ended March 31,2026 and
of the loss / profit of the Company for the said period;

c) 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;

d) the directors had prepared the annual accounts on a
going concern basis;

e) 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; and

f) 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.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the
Central Government, State Governments and all other
Government agencies for the assistance, co-operation and
encouragement they have extended to the Company.

Your Directors also thank all the strategic partners,
business associates, Banks, financial institutions and
our shareholders for their assistance, co- operation and
encouragement to the Company during the year.

Sd/-

Daljit Singh

Date: May 18, 2026 Chairman

Place: Gurugram DIN-00135414