Your Directors are pleased to present their 26^th Annual Report on the business and operations together with the Audited
Financial Statements (Standalone and Consolidated) of the Thyrocare Technologies Limited ("Thyrocare"/"Company") for the
financial year ended March 31, 2026.

FINANCIAL PERFORMANCE

The summary of the Company's Audited financial performance, both standalone and consolidated, for the financial year
ended March 31, 2026, is summarised below:

On a standalone basis, the Company recorded a Revenue
from Operations of H 774.27/- crores, during the financial
year 2025-26 as compared to H 633.10/- crores in the
previous financial year. The net profit after tax during the
financial year 2025-26 was H 148.81/-crores as compared
to a net profit after tax of H 95.78/- crores in the previous
financial year.

On a consolidated basis, the Company recorded a Revenue
from Operations of H 829.04/-crores, during the financial
year 2025-26, as compared to H 687.35/- crores in the
previous financial year. The Net Profit After Tax during the

financial year 2025-26 is H 162.85 /- crores as compared to
H 90.75/- crores in the previous financial year. A detailed
analysis of the performance, consolidated as well as
standalone, is included in the Management Discussion and
Analysis Report, which form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013,
(the "Act") the Financial Statements of the Company, are
prepared in accordance with the relevant Indian Accounting
Standards ("Ind AS") notified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014,
forms part of the Annual Report.

OVERVIEW

Thyrocare is one of India's leading IT-enabled, fully automated
diagnostic laboratory service providers, delivering trusted
healthcare diagnostics since 1996.

Headquartered in Navi Mumbai, the Company operates
a robust network of 40 NABL-accredited laboratories
across India, comprising 2 Central Processing Labs (CPLs),
21 Regional Processing Labs (RPLs), 2 Zonal Processing
Labs (ZPLs), 6 Satellite Processing Labs (SPLs), 5 Hybrid
Labs and 4 Acquired Labs, with an additional International
Laboratory in Tanzania operated through its subsidiary
Thyrocare Laboratories (Tanzania) Limited.

The Company's trusted brands—Aarogyam (preventive
health), Jaanch (doctor-curated diagnostics), and Her Check
(women's wellness)—underscore its commitment to quality,
accessibility, and affordability. Thyrocare continues to
maintain industry-leading turnaround times, with an average
Absolute Turnaround Time (ATAT) standing at 3.4 hours
from sample receipt to report generation at the laboratory.

With a strong focus on innovation, inclusivity, and
operational excellence, Thyrocare remains at the forefront of
transforming preventive and diagnostic healthcare in India.

The equity shares of the Company are listed on the National
Stock Exchange of India Limited and BSE Limited.

ACHIEVEMENTS AND KEY INITIATIVES TAKEN BY
THE COMPANY

During the financial year 2025-26, the Company
achieved several significant milestones and implemented
key initiatives.

The milestones include:

1. We were recognized at the 4^th National Diagnostics
Forum & Awards by Voice of Healthcare with two
prestigious awards — "Best Diagnostic Lab Chain of
the Year - National" and "Patient-Centric Diagnostic
Company of the Year - National" on January 21, 2026.

2. Thyrocare was certified as a "Great Place To Work"
in August 2025, a recognition on workplace culture,
reflecting our commitment to fostering a positive,
inclusive and empowering environment for our people.

3. Onboarded Madhuri Dixit as the brand ambassador
for Thyrocare, which was an important step in
strengthening brand recall and consumer trust at a
national level.

4. Expanded our footprint further with the opening of a
total 7 new labs across India this year, strengthening
our Pan-India presence.

5. Expanded our specialized diagnostics portfolio
significantly. One key addition was our Allergy testing
platform, where we introduced testing using the
Phadia platform. Today, our allergy portfolio has
250 SKUs, making it one of the most comprehensive
offerings in the market.

DIVIDEND

The Board of Directors ("the Board"), at its meeting held
on May 7, 2026, has recommended a final dividend of
H 7.00/- (Rupees Seven only) per fully paid-up equity
share having face value of ? 10/- (Rupees Ten only) each
for the financial year 2025- 26, subject to the approval of
the shareholders at the ensuing Annual General Meeting
("AGM") of the Company.

The Company has already paid an interim dividend of
H 7.00/- (Rupees Seven only) per equity share (pre-bonus
issue; equivalent to H 2.33 per share post bonus adjustment)
on equity shares of face value H 10 (Rupees Ten only) each for
the financial year 2025-26. Accordingly, the total dividend for
the financial year ended March 31, 2026, would aggregate
to H 9.33 per equity share (post bonus adjustment) on equity
shares of face value H 10 (Rupees Ten only) each, subject to
approval of the final dividend by the shareholders.

During the previous financial year 2024-25 Company has
paid the final dividend of H 21.00/- (Rupees Twenty One
only) per equity share having face value of ? 10/- (Rupees
Ten only) each.

The final dividend, if approved by the shareholders at the
ensuing Annual General Meeting ("AGM") scheduled to be
held on Tuesday, June 30, 2026, will be paid to the equity
shareholders holding shares as on Tuesday, June 23, 2026,
being the record date fixed for this purpose.

The said final dividend, if approved, will be paid on or
before Wednesday, July 29, 2026, after deduction of tax at
source, as applicable.

DIVIDEND DISTRIBUTION POLICY

In compliance with the requirement of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "SEBI LODR Regulations"), the
Company has formulated its Dividend Distribution Policy,
which is available on the Company's website at:https://
investor.thvrocare.com/wp-content/uploads/2026/06/
Divided-distribution-policy-1.pdf

RESERVES

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

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

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

CHANGES IN SHARE CAPITAL OF THE COMPANY

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

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

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

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

Bonus Issue

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

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

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

Public Deposits

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
("KMP")

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

a) Changes in Directors and KMP

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Declaration by Independent Directors

The details of the Board and Committee positions,
tenure of Directors, areas of expertise and other details
have been disclosed in the Corporate Governance
Report, which forms part of this report and is also
available on the Company's website athttps://investor.
thyrocare.com/board-of-directors

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

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

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

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

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

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

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

plans, operations, industry dynamics, and
regulatory environment.

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

Details of familiarisation programmes imparted to
Independent Directors are disclosed on Company's
website athttps://investor.thyrocare.com/wp-content/
uploads/2025/03/Familiarisation-Programme-for-
Independent-Directors.pdf

Key Managerial Personnel

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

c) Directors Liable to retire by Rotation

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

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

d) Performance Evaluation

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

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

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

e) Number of meetings of the Board of Directors

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

f) Directors' Responsibility Statement

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

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors and Auditors' Report

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

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

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

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

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

b) Secretarial Auditors and Secretarial Audit Report

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

The Secretarial Audit Report for the financial year
2025-26, issued by M/s Mehta & Mehta, Company
Secretaries, in Form MR-3 is annexed as Annexure 1 to
this Report. The report of Secretarial Auditors does not
contain any qualification, reservation, adverse remark
or disclaimer.

Further, as per the requirement of Regulation 24A of
SEBI LODR Regulations, the Secretarial Audit Report for
the financial year 2025-26 of the material subsidiary
of the Company namely Nueclear Healthcare Limited is
also attached as Annexure 2 to this Report.

Further, the Secretarial Auditors of the Company have
not reported any matter under Section 143(12) of the
Act in their report for FY 2025-26.

c) Cost Records and Cost Auditors

The cost accounts and records as required to be
maintained under Section 148 (1) of the Act are duly
made and maintained by the Company.

Mr. S. Thangavelu, Cost and Management Accountant,
was appointed as a Cost Auditor to audit the cost records
for the financial year 2025-26. The Shareholders, at the
25^th AGM, had ratified the remuneration of H 1,10,000/-
payable to Mr. S. Thangavelu, Cost Auditor of the
Company, for the financial year ended March 31, 2026.

The cost audit report for FY 2024-25 submitted by
the said Cost Auditor during the FY 2025-26 does
not contain any qualification, reservation or adverse
remark. Further, the Cost Auditor of the Company has
not reported any matter under Section 143(12) of the
Act in their report for FY 2024-25.

Further, the Board of Directors of the Company,
upon recommendation of the Audit Committee
have appointed M/s. Jitender Navneet & Co., Cost
Accountants (Firm Registration No. 000119), as
the Cost Auditor to audit the cost records for the
financial year 2026-27. M/s. Jitender Navneet & Co.,
Cost Accountants, has given their consent for being
appointed as the Cost Auditor of the Company
for the financial year 2026-27. The remuneration
payable to the Cost Auditor is subject to ratification
by the Shareholders of the Company. Accordingly, a
resolution seeking Shareholders' ratification for the
remuneration payable to M/s. Jitender Navneet &
Co., Cost Accountants is included in the Notice to the
ensuing AGM along with relevant details, including the
proposed remuneration.

d) Internal Auditors

M/s. Ernst & Young, Chartered Accountants, Internal
Auditors of the Company, conducted the Internal Audit
for the financial year 2025-26 as per the provisions
of Section 138 of the Act read with Rule 13 of the
Companies (Accounts) Rules, 2014. Their reports
were reviewed by the Audit Committee and Risk
Management Committee and follow-up measures were
taken by the relevant teams and committees of the
Board, wherever necessary.

e) Reporting of Frauds, if any, by Auditors

During the year under review, none of the Auditors
have reported any instance of fraud committed against
the Company by its officers or employees, details of
which need to be mentioned under the provisions of
sub-section (12) of section 143 of the Act.

COMMITTEES OF THE BOARD

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

The Committees of the Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee

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

SUBSIDIARIES,ASSOCIATES AND JOINT VENTURES

I Subsidiary Companies:

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

a) Nueclear Healthcare Limited ("NHL")

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

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

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

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

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

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

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

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

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

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

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

II Associate Company:

Equinox Labs Private Limited ("Equinox Labs")

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

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

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

The Company has formulated a Policy for determining
material subsidiaries and its governance. The said Policy is
available on the website of the Company athttps://investor.
thyrocare.com/wp-content/uploads/2024/07/1-Policy-on-
Material-Subsidiary.pdf

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents,
and separate audited financial statements in respect of
subsidiaries are available on the Company's website athttps://
investor.thvrocare.com/financials/subsidiarv-financials/

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

POLICIES, FRAMEWORK AND CONTROLS

a) Risk Management Framework and Policy

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

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

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

The Risk Management Policy of the Company can
be accessed on website of the Company athttps://
investor.thyrocare.com/wp-content/uploads/2024/04/
Risk-Management-Policy-TTL.pdf.

b) Vigil Mechanism (Whistle Blower Policy)

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

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

The Whistle Blower Policy of the Company can be
accessed on website of the Company athttps://investor.
thyrocare.com/wp-content/uploads/2024/07/3-
Whistleblower-Policv_Thyrocare.pdf

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

c) Nomination and Remuneration Policy

The Company has implemented the Nomination and
Remuneration Policy, which includes the criteria
for determining qualifications, positive attributes,
independence of directors, and other relevant matters,
in accordance with the provisions of sub-section (3)
of Section 178 of the Act, and Regulation 19 read with
Part D of Schedule II of the SEBI LODR Regulations. The
salient features of the Policy and other related details
are disclosed in the Corporate Governance Report
annexed to this Report. The Policy is also available on
the Company's website athttps://investor.thyrocare.
com/wp-content/uploads/2025/03/Nomination-and-
Remuneration-Policy.pdf

d) Internal Financial Controls

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

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

DISCLOSURES

a) Particulars of contracts or arrangements with
related parties

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

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

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

Pursuant to the SEBI LODR Regulations, the resolution
for seeking approval of the Shareholders on material
related party transactions to be entered in the FY 2026¬
27 is being placed at this AGM.

Pursuant to the requirements of the Act and the SEBI
LODR Regulations, the Company has formulated a
Policy on Related Party Transactions and is available
on Company's website URL at:https://investor.
thyrocare.com/wp-content/uploads/2026/01/RPT-
Policy_28.01.2026.pdf

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

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

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

c) Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility
("CSR") Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year in the format prescribed in the Companies
('CSR Policy') Rules, 2014 are set out in Annexure
5 of this Report. The CSR Policy is available on
Company's website at URL:https://investor.thyrocare.
com/wp-content/uploads/2026/01/Corporate-Social-
Responsibilitv-Policv_28.01.2026.pdf

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

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

d) Particulars of employees

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

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

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

e) Employees Stock Purchase / Option Schemes

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

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

The Scheme is in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('SEBI
(SBEB) Regulations') and other applicable laws.
The Scheme is available on the website of the
Company athttps://investor.thyrocare.com/wp-content/
uploads/2025/03/Revised_TTL_ESOP-Scheme.pdf

The disclosures required to be made under Regulation
14 of the SEBI (SBEB) Regulations relating to
Employees Stock Option Scheme is available on
the website of the Company athttps://investor.
thyrocare.com/wp-content/uploads/2026/06/ESOP-
Disclosure-2025-26.pdf

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

f) Human Resources

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

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

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

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

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

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

i) Corporate Governance Report

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

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

j) Business Responsibility and Sustainability Report

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

k) Compliance with Secretarial Standards

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

l) Annual Return

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the annual return is
available under the 'Investors' section of the Company's
website and can be viewed at the following link:https://
investor.thvrocare.com/wp-content/uploads/2026/06/
MGT-7_Thyrocare_AC3499635.pdf

m) Material changes and commitments, if any,
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the
financial statements relate and the date of the
report.

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

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

Pursuant to the applicable provisions of the Act, read
with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid
or unclaimed dividends are required to be transferred
by the Company to the IEPF, established by the
Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares
on which dividend has not been paid or claimed by
the shareholders for seven consecutive years or more
shall also be transferred to the demat account of the
IEPF Authority.

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

Year-wise amounts of unpaid/unclaimed dividends
lying in the unpaid account up to the year, which are
liable to be transferred have been provided in the
Corporate Governance Report and are also available
on the website of the Company athttps://investor.
thyrocare.com/unclaimed-dividend/

o) Details of Shares in Demat / Unclaimed Suspense
Account

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

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

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

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

Trusteeship Limited, acting as the Debenture Trustee,
to secure API's obligations under the Debentures.

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

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

Brief details of the aforesaid agreements are available
on the Company's website at:https://investor.thyrocare.
com/wp-content/uploads/2025/09/Disclosure-under-
Regulation-30A-of-LODR.pdf

q) Change in the nature of business:

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

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

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

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

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

t) Other Disclosures

Your Directors state that no disclosure or reporting

is required in respect of the following matters as

there were no transactions on these items during the

year under review:

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

• The Company has not made any one¬

time settlement with any of the bank or
financial institution.

• The Company has not issued any equity

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

• The Company has not issued any
sweat equity shares.

• The Company has not raised any funds

through preferential allotment or qualified
institutional placement.

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

Acknowledgements

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

For and on behalf of the Board of Directors
Thyrocare Technologies Limited

Rahul Franklin Guha

Place: Navi Mumbai Chairman, Managing Director and CEO

Date: May 07, 2026 DIN: 09588432