Your Directors are pleased to present the Twenty-Fifth (25^th) Board Report of Thyrocare Technologies Limited
("Company/Thyrocare") together with the audited (Standalone and Consolidated) financial statements for the financial year
ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The summary of the Company's audited financial performance, both standalone and consolidated, for the financial year
ended March 31, 2025, is given below:

Hin crore

On a standalone basis, the Company recorded a Revenue from
Operations ofH633.10/- crores, during the financialyear 2024¬
25 as compared to H 524.02/- crores in the previous financial
year. Net profit after tax during financial year 2024-25 is
H 95.78/- crores as compared to a net profit after tax of
H 71.14/- crores in the previous financial year.

On a consolidated basis, the Company recorded a Revenue
from Operations of H 687.35/- crores, during FY 2024-25,
as compared to H 571.88/- crores in the previous financial
year. Net profit during FY 2024-25 is H 90.75/- crores as
compared to H 69.49/- crores in the previous financial year.

The financial statements of the Company for the financial
year ended March 31, 2025, 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, ("the Act") read with the
Companies (Accounts) Rules, 2014.

OVERVIEW

Thyrocare is India's first IT-enabled, fully automated
diagnostic laboratory, delivering trusted healthcare
diagnostics since 1996. Headquartered in Navi Mumbai, the
Company operates a robust nationwide network of 29 NABL-
accredited laboratories, including 2 Central Processing
Lab ("CPL"), 19 Regional Processing Labs ("RPL"), 2 Zonal
Processing Labs ("ZPL"), and 6 Satellite Processing Labs
("SPL"), with a growing international footprint including a
lab in Tanzania. Its trusted brands—Aarogyam (preventive
health), Jaanch (doctor-curated diagnostics), and Her
Check (women's wellness)—highlight its commitment to
quality and affordability. Thyrocare maintains industry¬
leading turnaround times, releasing 98% of reports within
six hours. With a culture rooted in innovation, inclusivity,
and operational excellence, Thyrocare continues to lead the
transformation in preventive and diagnostic healthcare.

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 2024-25, the Company achieved
several significant milestones and implemented key initiatives.

The milestones include:

1. Acquisition of diagnostics business of Polo Labs

Thyrocare completed the acquisition of diagnostics
business of Polo Labs Private Limited ("Polo Labs")
through Business Transfer Agreement. Polo Labs is a
pathology diagnostic company with a wide presence
in Punjab, Haryana and Himachal Pradesh, allowing
Thyrocare to expand its footprint in North India.

2. Acquisition of clinical diagnostic business of Vimta Labs

On October 11, 2024, Thyrocare completed the
acquisition of the clinical diagnostic business of Vimta
Labs Limited ("Vimta") through Business Transfer
Agreement. Vimta Clinical Diagnostics has presence in
Hyderabad, Varanasi, Vijayawada, Bhubaneswar, Delhi,
Visakhapatnam, Chennai, Tirupati, Patna and Kolkata.
This acquisition strengthens our footprint in southern
India, enabling us to serve a broader customer base with
high-quality, affordable diagnostics.

3. Thyrocare - ECG at Home

Now covering ECG at Home services in 1000 pincodes
with a dedicated fleet of 125 ECG Phlebos. Actively
serving insurance domains that require ECG and vitals
measurement at home for both Pre-Policy Medical
Checkups and Annual Health Checkups.

4. Thyrocare Laboratories (Tanzania) Limited

Our Tanzania Lab - Since going live in March 2024
and processing our first sample in April 2024, we have
successfully partnered with over 100 healthcare
facilities in Dar Es Salaam.

5. The Company increased the number of labs accredited
by the National Accreditation Board for Testing and
Calibration Laboratories ("NABL") from 25 to 29.

6. During the financial year the Company conducted
around 167.9 million tests, representing a 14%
year-on-year growth.

7. Revenue grew at an 18.3% CAGR during FYs 2021-25,
exceeding the 14.3% CAGR during FYs 2016-20.

8. The Company's active franchisee base increased to
over 11,000, representing a 14% year-on-year growth

DIVIDEND

The Board of Directors ("the Board") at its meeting held on
April 23, 2025, has recommended a final dividend of H 21/-
per equity share, i.e. 210% of face value of H10/- each for the
financial year 2024-25, subject to approval of shareholders
at the ensuing 25th Annual General Meeting ("AGM")
of the Company.

The Dividend recommended is in accordance with the
Company's Dividend Distribution Policy.

Pursuant to Regulation 43A of the Securities and Exchange
Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
the Board had formulated a Dividend Distribution Policy
("the Policy"). The Policy is available on the Company's
website URL at: https://investor.thyrocare.com/wp-content/
uploads/2025/04/dividend-distribution-policy.pdf.

RESERVES

Your Directors do not propose to transfer any amount to any
reserve for the financial year 2024-25.

CHANGES IN SHARE CAPITAL OF THE COMPANY

There was no change in the authorised share capital of the
Company during the financial year under review.

However, the fully paid-up equity shares capital of the
Company increased on account of allotment of 40,775
(Forty Thousand Seven Hundred and Seventy-Five) new
equity shares of face value of H 10/- each (Rupees Ten
Only) to those eligible options holders who had exercised
their stock options granted to them under the Thyrocare
Employee Stock Option Scheme of the Company.

Public Deposits

During the financial year 2024-25, 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
("KMP")

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 of the Company:

1. Mr. Nishant Shah (DIN: 09025935) was appointed
as an Independent Director of the Company for
a period of five years commencing from June
15, 2024, as approved by the Shareholders at
the preceding Annual General Meeting held on
August 23, 2024.

2. Mr. Anandh Sundar (DIN: 10409065) was appointed
as an Independent Director of the Company for
a period of five years commencing from June
15, 2024, as approved by the Shareholders at

the preceding Annual General Meeting held on
August 23, 2024.

3. The Second term of Mr. Gopalkrishna Shivaram
Hegde (DIN: 00157676) as an Independent
Director was completed on August 20, 2024,
accordingly he ceased to be an Independent
Director of the Company.

4. The Second term of Dr. Neetin Desai (DIN:
02622364) as an Independent Director was
completed on September 19, 2024, accordingly
he ceased to be an Independent Director
of the Company.

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

6. Mr. Ramjee Dorai retired from the Services of the
Company with effect from the close of business
hours of the Company on January 31, 2025, and he
ceased to be Company Secretary and Compliance
Officer of the Company.

7. Mr. Brijesh Kumar was appointed as a Company
Secretary and Compliance Officer of the Company
with effect from January 31, 2025.

b) Composition of Board of Directors and KMP's

Board of Directors

As on March 31, 2025, 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. Nishant Shah and Mr. Anandh Sundar were appointed as Independent Directors of the Company, with effect from June 15, 2024.

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 at https://investor.
thyrocare.com/board-of-directors

The composition of the Board of the Company is
in accordance with Section 149(4) 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 had all three KMPs in place as on
March 31, 2025.

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 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. The Independent Directors of the Company
have enrolled themselves with the Indian Institute of
Corporate Affairs, in terms of Section 150 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, 2025.

Key Managerial Personnel

As on March 31, 2025, 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

In accordance with provisions of the Act and the Articles
of Association of the Company, Dr. Dhaval Shah,
Non-Executive Director & Non-Independent Director
(DIN: 07485688) is liable to retire by rotation at
this AGM and is eligible for re-appointment. The
disclosures required pursuant to Regulation 36 of the
Listing Regulations and the Secretarial Standards on
General Meeting ("SS-2") are given in the Notice of
AGM, forming part of the Annual Report.

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, the Listing 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 director evaluation. A meeting of the
independent directors was held on January 16, 2025,
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 23 January 2025,
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

During the financial year under review, (four)
meetings of the Board of Directors were held on the
following dates:

i. May 14, 2024

ii. July 23, 2024

iii. October 23, 2024

iv. January 23, 2025

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 Annual Report. The requisite 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) in the preparation of the annual accounts for
the financial year ended March 31, 2025, 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,
2025, 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.

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors and Auditors' Report

M/s. MSKA & Associates, Chartered Accountants,
Mumbai (having firm Registration No. 105047W) were
appointed at the 21st 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
21st AGM till the conclusion of the 26th 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 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.

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 the Secretarial Audit of the Company for the
financial year ended March 31, 2025.

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 also carried out the
Secretarial Audit of Nueclear Healthcare Limited
("Nueclear"), an 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.

Pursuant to the amended provisions of Regulation
24A of the Listing Regulations and Section 204 of the
Act, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, ("the Rules") the Audit Committee and the Board
of Directors have approved and recommended the
appointment of M/s. Mehta & Mehta, a Peer Reviewed
Firm of Company Secretaries in Practice (Firm
Registration Number: MU000019250) as Secretarial
Auditors of the Company, for a term of upto 5 (Five)
consecutive years from financial year 2025-26 to
financial year 2030-31, subject to approval of the
Members at ensuing AGM.

A brief resume and other details of M/s. Mehta & Mehta,
Company Secretaries in Practice, are separately
disclosed in the Notice of the ensuing AGM. M/s. Mehta
& Mehta have given their consent to act as Secretarial
Auditors of the Company and confirmed that their
aforesaid appointment (if made) would be within the
prescribed limits under the Act & the Rules made
thereunder and the Listing Regulations.

They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and Listing
Regulations and satisfy the prescribed eligibility criteria.

c) Cost Records and Cost Auditor

The cost account and records of the Company are duly
prepared and maintained as required under Section
148(1) of the Act.

The Shareholders at the 24th AGM had ratified
the remuneration of H 1,00,000/- payable to Mr. S.
Thangavelu, Cost Auditor of the Company, for the
financial year ended March 31, 2025.

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, 2026. Mr. S. Thangavelu, Cost Auditor, has
given his consent for being appointed as the Cost
Auditors of the Company for the financial year 2025¬
26. The 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 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 2024-25 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 are in compliance with the
applicable laws. The Committees of the Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder 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. Subsidiaries Companies:

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, the
company 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 2024-25, NHL achieved revenue
of H 47.59 crores, Operating EBITDA of H3.93
crores and PAT of H 0.05 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 2024-25, Think Health recorded a
revenue of H 0.83 crores, an operating EBITDA of H
(1.99) crores and a PAT of H (2.03) crores.

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

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

In financial year 2024-25, Pulse Hitech recorded a
revenue of H 6.70 crores, an operating EBITDA of
H 1.24 crores and a PAT of H (1.55) 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 2024-25, Equinox Labs recorded
a revenue of ? 36.81 crores, an operating EBITDA of
? 6.23 crores and a PAT of ? 3.38 crores.

iii. Joint Venture Company:

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.

Effective April 1, 2025, Thyrocare Tanzania became a
subsidiary of the Company.

In financial year 2024-25, the company reported
a revenue of ?1.00 crore, an operating EBITDA of
? (3.30) crores and a PAT of ? (4.90 ) crores.

A statement containing salient features of the financial
statements of Company's subsidiaries including there
contribution to the overall performance of the 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 at https://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 at https://investor.thyrocare.com/financials/
subsidiary-financials/

During the year, your Company has made following
investments in Subsidiary and joint venture of the Company:

a. The Company has made an additional equity infusion
of H3,49,99,995/- in Think Health during the financial
year under review.

b. The Company has also made an additional equity
infusion of USD 125,000 in Thyrocare Tanzania during
the financial year under review.

POLICIES, FRAMEWORK AND CONTROLS

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 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.

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 athttps://investor.
thyrocare.com/wp-content/uploads/2024/07/3-
Whistleblower-Policy_Thyrocare.pdf

During the financial year ended March 31, 2025, the
Company has not received any whistleblower complaint.

c) Nomination and Remuneration Policy

The Company has implemented the Appointment
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 the Listing 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 at https://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 Listing Regulations.

During the financial year 2024-25, 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. The disclosure of 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 are forming
part of the standalone financial statements.

During financial year 2024-25, 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.
Pursuant to the Listing Regulations, the Resolution for
seeking approval of the Members on material related
party transactions is being placed at this AGM.

Pursuant to the requirements of the Act and the
Listing Regulations, the Company has formulated
a policy on RPTs and is available on Company's
website URL 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

In accordance with Section 186 of the Act, the
Company has made an investment of USD 125,000
by way of equity infusion in Thyrocare Tanzania and
H3,49,99,995 by way of equity investment in Think
Health during the financial year 2024-25.

Further, during the financial year 2024-25, 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/2024/07/2-Corporate-Social-

Responsibility-Policy.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,
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 the 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.
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 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 are issued and allotted.

Further during the finanical year 2024-25, the
shareholders approved the 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 at https://investor.thyrocare.com/wp-
content/uploads/2025/03/Revised_TTL_ESOP-

Scheme.pdf 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
(SBEB) Regulations relating to Employees Stock Option
Scheme is available on the website of the Company at
https://investor.thyrocare.com/corporate-governance/
esop-disclosures

During the financial year, the Company granted 97,217
stock options to eligible employees of the Company
and/or its subsidiary company. Further, the Company
allotted 40,775 equity shares of H10 each to eligible
employees pursuant to the exercise of options
under the Scheme.

The Company has received a certificate from its
Secretarial Auditor certifying that the Scheme has
been implemented in accordance with the SEBI (SBEB)
Regulations. The certificate would be placed at the
ensuing 25th Annual General Meeting for inspection
by the members.

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.

No complaint was received from any employee during
the year under review, and there were no complaints
pending for redressal as on March 31, 2025. Further,
no complaint pertaining to the financial year 2023-24
remained unresolved.

The Company also regularly conducts training and
awareness sessions for its employees to promote a
safe, respectful, and inclusive work environment.

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) 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 Associates, Secretarial
Auditors of the Company, regarding compliance with
the conditions of Corporate Governance as stipulated
in Part C of Schedule V of the Listing Regulations, is
annexed to the Corporate Governance Report.

j) 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.

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) 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.

m) 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.thyrocare.com/financials/annual-returns

n) 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 till the date of this Report.

o) 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

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/

p) Details of Shares in Demat / Unclaimed Suspense
Account

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

q) Disclosures pursuant to Clause 5A, Para A, Part A
of Schedule III of Listing Regulations

Docon Technologies Private Limited ("Docon"), the
promoter of the Company, have made encumbrance
on its entire shareholding i.e. 3,76,56,092 shares 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 member of the promoter group
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.thyrocare.com/disclosure-under-regulation-
30a-of-sebi-lodr/

r) Change in the nature of business:

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

s) 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.

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 Guha

Chairman,

Place: Navi Mumbai Managing Director and CEO

Date: April 23,2025 DIN: 09588432