Thyrocare Technologies Ltd

Your Directors are pleased to present the Twenty Fourth (24^th) Annual Report of the Board of Directors of Thyrocare Technologies Limited ("Company/Thyrocare") together with the audited (Standalone and Consolidated) financial statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The summary of the Company's audited financial performance, both standalone and consolidated, for the financial year ended March 31, 2024, is given below:

(Rs In crores)

On a standalone basis, the Company recorded a Revenue from Operations of '.524.02/- crores, during the FY 2023-24 as compared to '.486.46/- crores in the previous financial year. Net profit after tax during the FY 2023-24 is '.71.14/- crores as compared to a net profit after tax of '. 56.97/- crores in the previous year.

On a consolidated basis, the Company recorded a Revenue from Operations of '.571.88/- crores, during the FY 2023-24, as compared to '.526.67/- crores in the previous financial year. Net profit during the FY 2023-24 is '.69.49/- crores as compared to '.64.36/- crores in the previous financial year.

The financial statements of the Company for the financial year ended March 31, 2024, forming part of this Annual Report, are prepared in accordance with the Indian Accounting

Standards ( Ind AS") notified under Section 133 of the Companies Act, 2013, ("Act") read with the Companies (Accounts) Rules, 2014.

ACHIVEMENT AND KEY INITIATIVES TAKEN BY THE COMAPNY

During the financial year 2023-24, the Company achieved several significant milestones and implemented key initiatives.

The milestones include:

1. The Company increased the number of labs accredited by the National Accreditation Board for Testing and Calibration Laboratories ("NABL") from 15 to 25.

2. In March 2024, approximately 95% of total samples were processed in NABL-accredited labs.

3. The Company conducted around 147 million tests, representing a 4% year-on-year growth.

4. For the purpose of these tests, around 22 million samples were processed, indicating an 8% year-on-year growth in samples processing.

5. Revenue grew at an 18% CAGR during FYs 2021-24, exceeding the 13% CAGR during FYs 2017-20.

6. The Company's active franchisee base increased to over 7,900, more than doubled in the last three years.

The initiatives include:

1. Launched the brand ‘Jaanch' which is targeted towards lifestyle challenges or for Individuals to better understand their health. We have solutions across the spectrum from anything anyone might be worried about, whether it is fever or something more serious, hair fall, cancer screening as well as deep investigations for common chronic diseases like diabetes, heart health, amongst others.

2. We've revamped our gynac portfolio and relaunched it under the brand name of Her Check and it focuses on women's health. It is a range of 12 specialties & 30 packages designed to ensure 360-degree care check for women's reproductive health issues.

3. Launched Troponin I Heart Attack Risk Test for the first time in India to understand the risk of a heart attack with a single blood test

4. Thyrocare acquired 100% of Think Health Diagnostics Private Limited ("Think Health") on February 27, 2024, enabling your Company to enter into ECG at- home services.

5. Think Health has been engaged in the business of providing phlebotomy services with the capability of providing ECG at-home services. This allows us to expand our footprint in the pre-policy medical check-up

segment for the insurance market. This allows us to offer insurance partners a one-stop solution for both blood tests and ECGs, deepening their presence in the annual health check-up and pre-policy check-up markets.

6. Thyrocare has entered into a Joint Venture Agreement for setting up lab operations in the name of Thyrocare Laboratories (Tanzania) Limited, which has become operational from April 2024.

DIVIDEND

The Board of Directors ("the Board") at its meeting held on May 14, 2024, has recommended a final dividend of ' 18/- per equity share, i.e. 180% of face value of ' 10/- each for the financial year 2023-24, subject to approval of shareholders at the ensuing 24^th Annual General Meeting of the Company.

The Dividend declared is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company can be accessed on the Company's website at https://investor.thyrocare.com/policies-15/ as required under Regulation 43A of The Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

RESERVES

Your Directors do not propose to transfer any amount to any reserve for the financial year 2023-24.

CHANGES IN SHARE CAPITAL OF THE COMPANY

Members may note that there was no change in the authorised share capital of the Company during the financial year under review.

However, the fully paid-up equity share capital of the Company increased on account of allotment of 22,633 (Twenty Two Thousand Six Hundred and Thirty Three) new equity shares of face value of ' 10/- each (Rupees Ten Only) to those eligible employees who had exercised their stock options granted to them under the Employee Stock Option Scheme 2020 of the Company ("ESOS Scheme 2020").

The summary of changes in share capital and capital as on March 31, 2024 is as under:

Public Deposits:

During the Financial Year 2023-24, the Company has not accepted any deposits from the Public and as such, there was no amount outstanding towards repayment of principal or payment of interest as on the date of the balance sheet.

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, following changes occurred in the constitution of the Board of Directors and Key Managerial Personnel of the Company:

1. Mr. Rahul Guha (DIN: 06660799), Managing Director and Chief Executive Officer was appointed as Chairman of the Company at the last Annual General Meeting held on August 10, 2023.

2. Dr. Prapti Gilada (DIN: 07125024) was appointed as an Independent Director of the Company for a period of five years commencing from July 14, 2023, as approved by the shareholders at the last Annual General Meeting held on August 10, 2023.

3. Dr. Harshil Vora (DIN: 10232581) was appointed as an Independent Director of the Company for a period of five years commencing from July 14, 2023, as approved by the shareholders at the last Annual General Meeting held on August 10, 2023.

4. Dr. Indumati Gopinathan (DIN: 06779331) was re-appointed as an Independent Director of the Company for a period of five consecutive years from March 09, 2024, as approved by the shareholders at the last Annual General Meeting held on August 10, 2023.

5. Mr. Vishwas Kulkarni (DIN: 06953750), who was re-appointed as an Independent Director of the Company for a second term of five years effective from August 20, 2019, resigned as Independent Director of the Company with effect from close of business hours of May 23, 2023, in the current financial year, due to personal reasons.

6. Mr. Sachin Salvi, tendered his resignation from the post of Chief Financial Officer of the Company, with effect from July 31,2023.

7. Mr. Alok Kumar Jagnani was appointed as the Chief Financial Officer of the Company, effective August 09, 2023.

8. Mr. Ankit Brijpuriya was appointed as Deputy Company Secretary and Deputy Compliance Officer with effect from February 01, 2024.

8. After the closure of financial year

a. Mr. Ankit Brijpuriya tendered his resignation from the post of Deputy Company Secretary and Deputy Compliance Officer, with effect from April 26, 2024.

b. The Board of Directors, at its Meeting held on May 14, 2024, appointed Mr. Nishant Shah (DIN: 09025935) as an additional director designated as an Independent Director of the Company for a period of five years commencing from June 15, 2024. His appointment is being placed before the shareholders at the ensuing annual general meeting for their approval.

c. The Board of Directors, at its Meeting held on May 14, 2024, appointed Mr. Anandh Sundar (DIN: 10409065) as an additional director designated as an Independent Director of the Company for a period of five years commencing from June 15, 2024. His appointment is being placed before the shareholders at the ensuing annual general meeting for their approval.

I n the opinion of the Board, Mr. Nishant Shah (DIN: 09025935) and Mr. Anandh Sundar (DIN: 10409065) fulfil the conditions specified in the Act, and the Rules made thereunder, and the Listing Regulations and are persons of integrity and they possess adequate experience and expertise. The Company has received notices under Section 160 of the Act proposing appointment of Mr. Nishant Shah (DIN: 09025935) and Mr. Anandh Sundar (DIN: 10409065) as Independent Directors of the Company.

Brief profile, nature of expertise, details of directorship held in other companies, chairmanship/ membership of Board and committees, shareholding in the Company held by directors, and relationship with directors, inter-se and other details relating to the directors proposed to be appointed at the 24^th Annual General Meeting ("AGM") as stipulated under Regulation 36(3) of the Listing Regulations, as amended, read with provisions of the Secretarial Standard 2 General meetings issued by the Institute of Company Secretaries of India ("SS2") have been annexed to the notice.

b) Composition of Board of Directors and KMP's

Board of Directors

As on March 31,2024, 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) Independent Directors (including two Independent Women Directors) as detailed hereunder:

* Mr. Rahul Guha (was appointed as the Chairman of the Company, at the last Annual General Meeting held on August 10, 2023.

# Dr. Prapti Gilada and Dr. Harshil Jiten Vora were appointed as Independent Directors of the Company for a period of 5 years commencing from July 14, 2023

The details of Board and committee position, tenure of Directors, areas of expertise and other details have been disclosed in the Corporate Governance Report, which is a part of this report, and is also available on the Company's website at https://investor.thyrocare.com/

The constitution of the Board of the Company is in accordance with Section 149(6) of the Act and Regulation 17 of the Listing Regulations. In terms of the provisions of Sections 2(51) and 203 of the Act, the Company has all the three KMPs in place as on March 31, 2024.

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(7) of the Act and Regulation 16(1 )(b) of the Listing Regulations that he / she is not aware of any circumstance or situation, which exist 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. Every Independent Director of the Company has affirmed that he/ she has registered himself/ herself under Independent Director Database and has passed the online proficiency test as may be required or is exempted from such test considering his/ her seniority and experience.

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 and are persons of integrity.

Based on the written representations 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, 2024.

Key Managerial Personnel

As on March 31, 2024, 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

Pursuant to the provisions of Section 152(6)(d) of the Act, read with the relevant rules made thereunder and the Articles of Association of the Company, Mr. Hardik Dedhia is liable to retire by rotation, and being eligible, offers himself for reappointment. A brief resume of Mr. Hardik Dedhia, along with the nature of his expertise, his shareholding in your Company and other details stipulated under Regulation 36(3) of the Listing Regulations, forms part of Annexure - 2 to the notice calling ensuing 24^th AGM. The Board hereby recommends his reappointment as Director of the Company, liable to retire by rotation, at the ensuing 24^th AGM.

d) Performance Evaluation

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees, and of individual Directors has been made are given in the "Corporate Governance Report", which forms part of this Report.

e) Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors met on seven occasions, on April 07, 2023, May 23, 2023, July 14, 2023, August 01, 2023, August 25, 2023, October 31, 2023, and February 01, 2024. The intervening gap between the Meetings was not more than the specified period of 120 (One hundred and twenty) days as specified in the Act and Listing Regulations. The number of Meetings of the Board that each director attended is provided in the report on Corporate Governance, annexed to, and forming part of, this report. The necessary quorum was present during all such meetings.

f) Directors' Responsibility Statement

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

(a) i n the preparation of the annual accounts for the financial year ended March 31,2024, 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, 2024 and of the Profit of the Company for the year ended on that date;

(c) t he 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) t he Directors have prepared the annual accounts on a going concern basis;

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

a) Statutory Auditors and Auditors' Report

M/s. MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No. 105047W) were appointed at the 21^st AGM of the Company held on June 26, 2021, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 21^st AGM till the conclusion of the 26^th AGM.

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 Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company reappointed M/s. V Suresh Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31,2024.

The Secretarial Audit Report issued by the M/s. V Suresh Associates, Practicing 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.

M/s. V. Suresh Associates have also carried out Secretarial Audit of Nueclear Healthcare Limited (Nueclear"), unlisted material Subsidiary, as required under Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Nueclear is annexed as Annexure 2 to this Report.

c) Cost Records and Cost Auditor

The Company has made and maintained cost records for the financial year 2023-24 as specified by Central Government under Section 148(1) of the Act, and such records have been audited by the Cost Auditor pursuant to the Companies (Cost Records and Audit) Rules, 2014. The Shareholders at the 23^rd AGM had ratified the remuneration of ' 1,00,000/- payable to Mr. S. Thangavelu, Cost Auditor of the Company for the financial year ended March 31, 2024.

Your Directors based on the recommendation of the Audit committee, have re-appointed Mr. S. Thangavelu, Cost and Management Accountant, as the Cost Auditor to audit the cost records for the financial year ending March 31,2025. Mr. S. Thangavelu, Cost Auditor, has given his consent for being appointed as the Cost Auditor of the Company for the financial year 2024-25. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members' ratification for the remuneration payable to Mr. S. Thangavelu, Cost and Management Accountant is included in the Notice convening the Annual General Meeting 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 2023-24 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 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 Section 143(12) 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 is 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 and the number of meetings of the Board Committees that each Director attended is provided in the "Corporate Governance Report". The minutes of the Meetings of all Committees are circulated to the Board for noting. During the year, all recommendations of the Committees of the Board were accepted by the Board.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Details of change in Subsidiary and joint venture of the Company during the financial year are detailed below:

a. The Company has acquired 100% equity shares from all the then existing shareholders of Think Health Diagnostics Private Limited ("Think Health") on February 27, 2024 and Think Health become a wholly- owned subsidiary of the Company.

b. The Company has entered into Subscription Agreement for incorporating a joint venture Company with few other individuals, with 50% ownership held by the Company, in the name of Thyrocare Laboratories (Tanzania) Limited ("Thyrocare Tanzania") with effect from September 19, 2023.

As on March 31, 2024, the subsidiaries, join venture and associate Company of the Company are as follows:

i. Subsidiaries Companies:

a. Nueclear Healthcare Limited

b. Think Health Diagnostics Private Limited (with effect from February 27, 2024)

c. Pulse Hitech Health Services (Ghatkopar) LLP

ii. Associate Company:

a. Equinox Labs Private Limited

iii. Joint Venture Company:

a. Thyrocare Laboratories (Tanzania) Ltd (with effect from September 19, 2023)

The salient features of the financial statements of these subsidiaries, associate and joint venture in the prescribed format are provided in Form AOC 1 as per the provisions of the Act, which is attached as Annexure 3.

The Company has formulated a policy for determining material subsidiaries and its governance. The said policy is available on the website of the Company at https://investor. thvrocare.com/wp-content/uploads/2024/07/1-Policv-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 at https://investor. thyrocare.com/financials/subsidiary-financials/

a) Risk Management Framework and Policy

Your Company has in place a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in 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 SOP's, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage 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.

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

b) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-section (9) and (10) of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation 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 Whistleblower policy of the Company can be accessed on website of the Company at https:// investor. thyrocare.com/wp-content/uploads/2024/07/3- Whistleblower-Policy Thyrocare.pdf

During the financial year ended March 31, 2024, the Company has not received any whistleblower complaint.

c) Nomination and Remuneration Policy

Your Company has adopted a policy relating to the remuneration for the directors, key managerial personnel and other employees (Nomination and

Remuneration Policy) which is available on the Company's website at https://investor.thyrocare.com/ policies-11/

g) 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.

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 Listing Regulations. However, there were no material transactions of the Company with any of its related parties as per the Act, except with the Holding Company, Docon Technologies Private Limited ("Docon") for which prior approval of shareholders has already obtained. The disclosure of related party transactions as required under section 134 of the Act in form AOC-2 is attached as Annexure 4.

Details of the related party transactions during the year, as required under the Listing Regulations and Indian accounting standards are given in note 39 to the standalone financial statements.

The Company's Related Party Transactions Policy as approved by the Board can be accessed on the Company's website at https://investor.thyrocare.com/ wp-content/uploads/2023/06/Policy-on-Related-Party- Transections.pdf

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

Particulars of loans and investments made during the financial year under review are disclosed in Note No 6 and 7 to standalone financial statements. During the year, the Company has not given any loan pursuant to Section 186 of the Act.

c) Corporate Social Responsibility

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. On recommendation of CSR Committee, the Board of Directors of your Company has approved the CSR Policy which is available on the website of your Company at https://investor.thyrocare. com/wp-content/uploads/2024/07/2-Corporate-Social- Responsibilitv-Policv.pdf

The brief outline of the CSR Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in Annexure 5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The entire amount available for CSR expenditure has been spent on CSR initiatives in the year under review.

d) Particulars of employees

Disclosures concerning the remuneration of Directors, KMPs and employees 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, KMPs and employees is as per the Nomination and remuneration Policy of the Company.

In terms of the provision of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the top ten employees in terms of remuneration drawn and name and other particulars of the employee drawing remuneration in excess of the limit set out in the said rules forms part of the same Annexure 6.

e) Employees Stock Purchase / Option Schemes

The members of the Company approved the grant of 5,05,359 employee stock options ("ESOS") in the year 2014, to be distributed to the eligible employees of the Company, in accordance with the provisions of the Thyrocare Employee Stock Option Scheme, as amended from time to time.

The disclosures required to be made under rule 12(9) of the Companies (Share Capital and Debentures) Rules,

2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Option Scheme is available on the website of the Company at https:// investor.thyrocare.com/https-investor-thyrocare-com- wp-content-uploads-2024-07-the-file-will-be-uplaoded- soon-pdfesop-disclosure/

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

The Company has a policy against sexual harassment at work place and has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on March 31,2024. There was no complaint pending to be resolved as on March 31, 2023.

g) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing 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. V Suresh, Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance Report.

h) Management Discussion and Analysis Report

As required under the provisions of Regulation 34(2)

(e) of the Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company is annexed to this Report.

i) Business Responsibility and Sustainability Report

As required under the provisions of 34 (2) (f) of the Listing 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.

j) Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the applicable circulars issued by the MCA.

k) 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.

l) Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, has been placed in the Company's website, on https://investor.thyrocare.com/annual-return/

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.

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, which will have an impact on the financial position of the Company.

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 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 also available on the website of the Company at https://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 as per clause 5A to para A of part A of schedule III of Listing Regulations

Docon Technologies Private Limited ("Docon"), the promoter Company of the Company, have made encumbrance on its entire shareholding i.e. 3,76,56,092 shares (71.11%) in the Company during the financial year 2021-22 in favour of Vistra ITCL (India) Limited (acting in its capacity as debenture trustee for debentures issued by API Holdings Limited, a promoter group Company of the Company pursuant to unattested share pledge agreement executed amongst Docon and debenture trustee. The said creation of encumbrance on shares of the Company was duly reported to Stock Exchanges. The details of agreement can be accessed at https:// investor.thvrocare.com/disclosure-under-regulation-30a- of-sebi-lodr/

q) Change in the nature of business:

There is no change in the nature of core 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) Other Disclosures

- No application is 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 banks 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

Your Directors wish to take the opportunity to thank all banks for the support extended by them.

Acknowledgements are also due to our customers for their continued patronage and the franchisees / authorised service providers and vendors for their co-operation.

Acknowledgments and appreciation are also due to the Employees for their sincere services towards the Organisation.

Your Directors also wish to thank the members for the confidence they have reposed in the Board of Directors of the Company. Lastly, the Company is also thankful to the government and its regulatory bodies for their co-operation.