Your Directors have pleasure in presenting their Twenty Second (22^nd) Annual Report along with the audited Stand-alone and Consolidated financial statements of Thyrocare Technologies Limited ("Company”) for the Financial Year ended March 31, 2022 and other relevant reports.

Financial Results:

A summary of the financial results of your Company for the Financial Year 2021-22 as compared with that of previous year is given below:

Highlights of Company’s performance:

On a standalone basis, our Revenue from Operations has increased to ' 561.53 crores in the current year from ' 474.27 crores in previous year, registering an increase of 18.40%. Our Profit before Exceptional Items and tax was ' 207.38 crores in the current year as against ' 161.28 crores in previous year, registering an increase of 28.58%.

On a consolidated basis, our Revenue from Operations has increased to ' 588.86 crores in the current year from ' 494.62 crores in previous year, registering an increase of 19.05 %. Our Profit before Exceptional Items and tax was ' 227.90 crores in the current year as against '152.54 crores in previous year, registering an appreciable increase of 49.41%.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act

Dividend to the Shareholders:

Pursuant to the decision of the Board of Directors on April 29, 2022, your Company has paid an interim dividend of ' 15/-per equity share, i.e. 150% of face value of ' 10/- each, (after deduction of applicable tax, if any) to those shareholders whose names were on the register of members as on May 12, 2022, the record date fixed for this purpose.

Your Directors have decided, having regard to all the relevant factors, that this would be the full and final dividend for the financial year 2021-22.

The total dividend payout works out to about 52.24 % of your Company’s Stand-alone Profit after tax.

There is no Dividend amount relating to previous years, which remains unpaid / unclaimed for a period of seven years, requiring transfer to the Investor Education & Protection Fund under the provisions of Section 124 of the Companies Act, 2013.

The Shareholders may note that along with the Unclaimed Dividend Amount, the relevant shares shall also be transferred to the IEPF Authority.

Therefore, the Shareholders concerned may write to the Company or to the Company’s Registrar & Share Transfer Agent, Link Intime India Private Ltd. at the earliest, to claim their dividend.

Details of Shares in Demat / Unclaimed Suspense Account:

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

Dividend Distribution Policy:

The Dividend declared and paid is in accordance with your Company’s Dividend Distribution Policy, which has been disclosed in your Company’s website, Investor Relations (thyrocare.com), as required under Regulation 43-A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,("SEBI Listing Regulation) as amended.

Transfer of unclaimed dividend to Investor Education & Protection Fund:

Members may please note that as per the provisions of Sections 124 & 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred to the Investor Education & Protection Fund.

Some of the Shareholders have not claimed dividend for the following years, and these amounts have been transferred to the Unpaid Dividend Accounts of respective years, and are liable to be transferred to the Investor Education & Protection Fund after a period of seven years, as shown below:

Share Capital:

During the year under review, following change has taken place in the Equity Share Capital of your Company.

In October 2021, your Company allotted 28,913 new equity shares at face value to the eligible employees who had exercised the Stock Options granted to them in 2018.

Consequent on the allotment of shares as above, the Paid-up Equity Capital of your Company stands at ' 52,90,33,320/-(Rupees Fifty Two Crores Ninety Lakhs Thirty Three Thousand Three Hundred and Twenty only) made up of 5,29,03,332 equity shares of ' 10/- each, as shown below:

Your Company has not transferred any amounts to other reserves of the Company during the financial year ended March 31, 2022

Material changes and commitments, if any, affecting the financial position of your Company, which have occurred between the end of the financial year 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 your Company.

Change of Promoters and Management:

On September 02, 2021, Docon Technologies Private Limited (Docon) acquired 3,49,72,999 equity shares having a face value of '10/- each from erstwhile promoters, Dr. A. Velumani and Mr. A. Sundararaju and nine other promoter group shareholders after complying with the statutory requirements as provided under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations”). Docon also acquired additional 26,83,093 equity shares having face value of '10/- each from public through the open offer made by them pursuant to the provisions of SEBI (SAST) Regulations. Thus Docon Technologies Private Limited acquired a total no of 3,76,56,092 equity shares representing 71.22% (71.18% as on date of this report, due to marginal increase in the paid-up equity capital consequent on issue of 28,913 new shares under ESOP) of the total paid up capital of your Company and has become new promoter of your Company.

Consequently, your company has become a subsidiary company of Docon Technologies Private Limited, pursuant to the provisions of Sec. 2(87) of the Companies Act, 2013 w.e.f. September 02, 2021

As API Holdings Limited is the holding company of Docon Technologies Private Limited, it has become the Ultimate holding company and part of Promoter Group of your Company w.e.f September 02, 2021

Both NSE and BSE have also approved reclassification of erstwhile Promoter shareholders as persons belonging to Public category under the provisions of Regulation 31A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Auditors & Audit Reports:Statutory Auditors:

MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No. 105047W) were appointed at the 21^st Annual General Meeting (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 Annual General Meeting till the conclusion of the 26^th Annual General Meeting. Therefore, they will continue to function as the Statutory Auditors of the Company for the current financial year, 202223. The particulars of payment made to Statutory Auditors’ fees, on consolidated basis for FY 2021-22 are given below:

The reports given by the Auditors on the standalone and consolidated financial statements of your Company for the year under review form part of this Report. Statutory Auditor’s comments on the Annual Financial Statements of your Company for year ended March 31, 2022, both on Standalone and Consolidated basis, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in their reports on the Standalone and the Consolidated Annual Financial Statement of your Company for the year under review.

Secretarial Auditors:

As required under the provisions of Section 204 (1) of the Companies Act, 2013, and Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, your Company is required to undertake a Secretarial Audit and Secretarial Compliance Audit. Accordingly, V Suresh Associates, Practising Company Secretaries, Chennai, appointed by the Board of Directors to conduct Secretarial Audit of your Company, have conducted the Audit.

The Secretarial Audit Report issued by the Secretarial Auditors, V Suresh Associates, Practising Company Secretaries, Chennai, in Form MR-3 is furnished in An nexure-1, attached to this report as required under the said provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The report Secretarial Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

V. Suresh Associates have also carried out Secretarial Audit of unlisted Subsidiary Company, Nueclear Healthcare Limited, as required under the Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Internal Auditors:

M/s. Ernst & Young. Chartered Accountants, who were appointed as Internal Auditors of your Company during the year under review, in the place of M. Chinnaswamy & Co., who had submitted their resignation as Internal Auditors citing personal reasons, conducted the Internal Audit for the financial year 2021-22 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures were taken wherever necessary.

Cost Auditor:

As per Rule 3 of Companies (Cost Records & Audit) Rules, 2014, your company is required to maintain cost records and accordingly such records and accounts are prepared and maintained.

As per the provisions of Section 148 (3) of Companies Act, 2013, read with Rule 14 of Companies (Audit & Auditors) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had reappointed Mr. S. Thangavelu, Cost and Management Accountant, Coimbatore, as Cost Auditor for conducting the audit of cost records of your Company for the financial year 2021-22 on a remuneration of ' 1,00,000/- (Rupees One Lakh Only) exclusive of GST and out -of-pocket expenses.

He has been appointed as Cost Auditor for the financial year 2022-23 also on the same remuneration

Mr. S. Thangavelu has conducted cost audit for the financial year 2021-22 and has submitted his report, which was taken on record by the Audit Committee and Board of Directors.

Approval of the Members is sought by way of ratification for the remuneration payable to him FY2021-22 and FY2022-23, as required under the above provisions of Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014.

Reporting of Frauds by Auditors

During year under review, none of the Auditors - Statutory Auditors, Internal Auditors, Secretarial Auditors or Cost Auditors - have reported that any instance of fraud that is being or has been 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 Companies Act, 2013.

Directors and KMPs:A) Changes in Directors and Key Managerial Personnel:

Following changes have taken place in the composition of Board of Directors / KMPs due to the change in control referred to above:

Cessation:

Dr. A. Velumani resigned as Chairman & Managing Director, Mr. A. Sundararaju resigned as Executive Director & Chief Financial Officer, and Ms. Amruta Velumani resigned as Non-Executive Non-Independent Director with effect from September 02, 2021.

Your Directors place on record their sincere appreciation for the contribution made above directors during their tenure as Directors of the Company

Appointments:

Mr. Dharmil Sheth and Mr. Hardik Dedhia were appointed as Additional Directors (Non-Executive Non Independent Director) with effect from September 02, 2021 and Dr. Dhaval Shah was appointed as an Additional Director (Non-Executive Non Independent Director) with effect from October 06, 2021. Pursuant to the provisions of section 161 of the Companies Act, 2013, they would hold office up to the date of the ensuing Annual General Meeting. The Company has received Notice under Sec. 160 of the Companies Act, 2013, from a member of the Company proposing the names of the above three Additional Directors for appointment as Directors liable to retire by rotation.

The Board has appointed Mr. Rahul Guha as Managing Director & Chief Executive Officer in their meeting held on February 05, 2022. Mr. Rahul Guha has communicated that he will take charge on May 04, 2022. The Board has, therefore, appointed Mr. Dharmil Sheth as Managing Director with effective from 12 February, 2022 to hold office till the

time Mr. Rahul Guha takes charge as Managing Director and CEO. Thereafter Mr. Dharmil Sheth will continue the Board as a Non-Executive Non Independent director

There is no director due to retire by rotation this year as per Section 152 of the Companies Act, 2013 as all Directors representing the erstwhile Promoter Group have resigned during the Financial Year and newly appointed directors are seeking appointments at ensuing Annual General Meeting. All other Directors are Independent Directors.

Mr. Sachin Salvi, who was working as Senior Vice President-Finance, has been appointed as Chief Financial Officer, effective from January 28, 2022.

All appointments were through the recommendation of Nomination and Remuneration Committee.

Pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In terms of the provisions of Sections 2(51) and 203 of the Act, your Company has all the three KMPs in place as on 31-03-2022.

As on 31-03-2022, the Board has seven directors, including one Managing Director, two Additional Directors (non-independent and non-executive directors) and four Independent Directors (including a Woman Independent Director). This meets with the requirements of the Companies Act, 2013 and rules framed thereunder and the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Brief resumes of Mr. Dharmil Sheth, Mr. Hardik Dedhia, Mr. Dhaval Shah and Mr. Rahul Guha and nature of their expertise in functional areas and the name of the companies in which they hold the Directorship and the Chairmanship/ Membership of the Committees of the Board, and other details as stipulated under SEBI (Listing Obligations and

Disclosure Requirements), Regulations 2015, the Companies Act, 2013 and applicable Secretarial Standards are given as Explanatory Statement of AGM notice.

B) Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Director’s Databank. The Independent Directors have complied with the Code of Conduct prescribed in Schedule IV to the Act.

C) Formal Annual Evaluation of Board, its Committees and Directors including Independent Directors:

The Board of Directors carried out an evaluation of its own performance and that of its Committees and Individual Directors in accordance with the provisions of Section 134(3) (p) of Companies Act, 2013, read with Rule 8 (4)

of the Companies (Accounts) Rules, 2014, and SEBI (LODR) Provisions.

As per the provisions of Section 149 (8) of the Companies Act, 2013, read with Clause VIII of Schedule IV of the said Act, and Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, annual evaluation of the performance of all the Independent Directors was done by the entire Board of Directors, excluding the Director being evaluated.

As per the provisions of Clause VII of Schedule IV of the said Act, and Regulation 25(3) & (4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, all the Independent Directors had, at an exclusive meeting held on March 31, 2022, under the chairmanship of Mr. Gopal Krishna Shivaram Hegde, the Lead Independent Director, reviewed the performance of non-independent directors and the board of directors as a whole, reviewed the performance of the Chairperson and assessed the quality, quantity and timeliness of flow of information between the management and the board of director They recorded their satisfaction and had no adverse comments to make.

As per the provisions of Section 178(2) of the Companies Act, 2013, and as provided under Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee has specified the manner and criteria for effective evaluation of performance of Board, its Committees and individual director

Accordingly, evaluation of the performance of the individual directors was done based on criteria such as attendance, meaningful participation in the deliberations, contribution to the discussions at the Board / Committee meetings, understanding of the fiduciary duties of a Director, etc.

In the case of Independent Directors, their fulfillment of independence criteria as specified in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and their independence from the Management, not having any pecuniary relationship with the Company, etc., was also considered during evaluation.

Evaluation of the performance of the Board and its Committees was done based on the criteria such as constructive nature of discussions, ability to analyze the issues and take considered decisions, adherence to statutory requirements, ability to draw clear business strategies, etc.

The last year’s observations and current year’s observation did not warrant any follow up action.

Policy on directors’ appointment, remuneration, and other details:

The Company’s policy relating to appointment of directors and remuneration, is available on the Company’s website at

Investor Relations (thyrocare.com) as required under subsection (3) of Section 178 of the Companies Act, 2013.

The details of Board and committee position, tenure of directors, areas of expertise and other details has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on your Company’s website at Investor Relations (thyrocare.com)

Number of meetings of the Board of Directors:

During the year under review, the Board of Directors met on fifteen occasions as follows:

(i) May 08, 2021, (ii) June 16 , 2021, (iii)July 22, 2021 (iv) August 03, 2021, (v) August 12, 2021 (vi) September 02, 2021 (vii) October 06, 2021 (viii) October 27, 2021 (ix) November 13, 2021 (x) December 16, 2021 (xi) January 10, 2022 (xii) January 28, 2022 (xiii) February 05, 2022 (xiv) February 12, 2022 (xv) March 31, 2022

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

REMUNERATION POLICY FOR DIRECTORS,KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees. The policy formulated by Nomination and Remuneration Committee is given in the Annexure-2, attached to this report. The Policy is also made available on your Company’s website, Investor Relations (thyrocare.com)

COMMITTEES

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given

in detail in the ‘Report on Corporate Governance’ of your Company which forms part of this Report. The dates on which Meeting 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 ‘Report on Corporate Governance’. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting.

During the year, all recommendation of the committees were approved by the Board.

Corporate Social Responsibility Expenditure:

During the year under review, your Company has spent a total sum of ' 5.56 Crore on the CSR activities as approved by the CSR Committee. This was '0.54 crore more than the amount statutorily required to be spent, and this will be carried forward to be set off against CSR expenditure to be incurred up to immediately succeeding three financial years, as provided under the Proviso to Section 135(5) of the Companies Act, 2013, and Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Policy of your company has been made available on its website, Investor Relations (thyrocare.com)

Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure-3, attached to this report.

Risk management framework and policy:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. 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 framework 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 upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

Your Company has formulated a Risk Management policy identifying the elements of risk, and it has been made available on the website of your Company, Investor Relations (thyrocare.com)

Code of Conduct:

As required under Regulation 17(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has laid down a Code of Conduct for all Board Members and Senior Management of your Company. The Code of Conduct has been communicated to all the Directors and Senior Management personnel. The Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2021-22. The Senior Management personnel have also submitted declarations confirming that, in none of the financial / commercial transactions of your Company, they had any personal interest conflicting with the interests of your Company.

Vigil Mechanism (Whistle Blower Policy):

In accordance with Sub-Section (9) and (10) of Section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, as amended, your Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of your Company’s Code of Conduct. Your Company has displayed in its website, Investor Relations (thyrocare.com) the full details of the Policy, including the name, address and mail-id of the Chairman of the Audit Committee, to whom the disclosures should be made, ec. There is no change in the Whistle-blower Policy adopted by your Company, during the year under review.

During the financial year ended March 31, 2022, your Company did not receive any complaint or any other report/ intimation coming under the ambit of Whistle Blower Policy.

Policy on prevention of Sexual Harassment:

Your Company has zero tolerance towards any action of any employee which may fall under the ambit of ‘Sexual Harassment’ at workplace and is fully committed to uphold and maintain the dignity of every woman working in your Company. Your Company has formed a Committee to attend to any complaint of sexual harassment at the workplace. The statement and disclosures pertaining to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, are given in the Corporate Governance Report.

During the financial year ended March 31, 2022, your Company has not received any complaint from any employee pertaining to any sexual harassment.

Subsidiaries, Associates and Joint Ventures:

Nueclear Healthcare Limited (Nueclear) is the wholly owned subsidiary and its entire share capital made up of 1,11,11,000 equity shares are held by your company, which includes 6 shares held in the name of six nominees who are holding one share each, as nominees of your company, in order to meet with the statutory requirement of having a minimum number of seven shareholders.

Nueclear operates a growing network of molecular imaging centres, primarily focused on early and effective cancer detection and monitoring. Each of Nueclear’s imaging centres uses PET-CT scanners to assist in cancer diagnosis, staging, monitoring of treatment, and efficacy and evaluation of disease recurrence.

During the year under review, Nueclear has 8 centres which are operating smoothly from various locations as follows:

Nueclear also owns and operates a medical cyclotron unit in Navi Mumbai, which produces the radioactive bio-marker required for PET-CT scanning.

Equinox Labs Private Limited (Equinox) is an associate company, where your company has made an investment of ' 20 Crores in its equity share capital. Your company is presently holding 4,29,186 numbers of equity shares of the above company, constituting 30% of their paid-up Equity Share Capital. Thus, Equinox has become an Associate company of your company, as defined in Section 2 (6) of the Companies Act, 2013. Equinox is engaged in the business of water, food and other environment and hygiene testing.

Your company presently does not have any Joint Venture.

A statement containing the salient feature of the financial statement of your Company’s Wholly-owned Subsidiary and the Associate company, pursuant to the first proviso to subsection (3) of Section 129 has been given in Form No. AOC-1, attached to this report as Annexure-4.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of your Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on your Company’s website at Investor Relations (thyrocare.com).

Particulars of contracts or arrangements with related parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. However, the particulars of the contracts and arrangements

entered into by your Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which were on arms’ length basis (not material transections) as provided under Explanation (b) to the third proviso thereto and the details have been furnished in Form AOC-2 enclosed as Annexure-5.

The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the ‘Report on Corporate Governance’. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Particulars of loans, guarantees or investments under Section 186:

Your Company has not given any loan, provided any guarantee/ security or made any investment, under Section 186 of the Companies Act, other than what has been disclosed in the financial statements, pursuant to the provisions of Section 186 (4) of the Companies Act, 2013 and Schedule V of the Listing Regulations.

Corporate Governance Report:

Your Company believes that robust Corporate Governance practices are critical for enhancing and retaining stakeholder’s trust and confidence. Your Company always ensures that its performance goals and targets are achieved in compliance with its sound corporate governance practices. The efforts of your Company are always focused on long term value creation. Inherent to such an objective is to continuously engage and deliver value to all its stakeholders including members, customers, partners, employees, lenders and the society at large.

The Report on Corporate Governance, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review.

A certificate from M/s V Suresh Associates Practising Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Report on Corporate Governance.

Management’s Discussion and analysis

As required under the provisions of Regulation 34 (2) (e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis is attached and forms part of this Annual Report.

Business Responsibility Report :

As required under the provisions of 34 (2) (f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Business Responsibility Report (BRR) is attached and forms part of this Report

Compliance with Secretarial Standards:

Your Company has followed the applicable Secretarial Standards ie. SS-1 and SS-2, relating to ‘Meetings of Board of Directors’ and ‘General Meetings’ respectively.

Particulars of employees:

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12), of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time

Independent directors are being paid sitting fee only. There is no increase in the Sitting Fee payable per meeting. However, the actual amount paid may differ based on the number of meetings attended by them.

Dr. A. Velumani and Mr. A. Sundararaju were the Chairman & Managing Director, and Director & Chief Financial Officer, respectively, of the wholly-owned subsidiary, Nueclear Healthcare Limited. However, they were not receiving any remuneration from Nueclear.

Mr. Hardik Dedhia has been appointed as Managing Director, and Mr. Sachin Salvi as Chief Financial Officer of Nueclear Healthcare Limited. However, both of them are not getting any remuneration from NHL.

The percentage increase in the median remuneration of employees in the financial year: 10.67 %

The number of permanent employees on the rolls of Company as on 31-03-2022: 2115

Mr. Hardik Dedhia, Mr. Dharmil Sheth, Mr. Dhaval Shah and Mr. Sachin Salvi are the Managing Director, and Director & Chief Financial Officer, respectively, of the wholly-owned subsidiary, Nueclear Healthcare Limited. However, they are not receiving any remuneration from Nueclear.

B. In terms of the provisions 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 names and other particulars of the employees drawing remuneration in excess of the limits

set out in the said rules , forms part of Annexure 6 to this Board’s report.

Employees Stock Purchase / Option Schemes:

As already intimated, your Company had allotted 33,650 equity shares in the year 2014 to Thyrocare Employees Stock Option Trust, as approved by the shareholders, which got multiplied to 1,34,600 equity shares subsequent to the Bonus issue made in 2014. These shares vested on the eligible employees numbering One Hundred, on April 01, 2018 and all of them have exercised their option to acquire these shares, and the shares have been transferred to the respective employees, except for a small quantity of 364 shares which is also being transferred shortly.

The Shareholders had also approved granting of 5,05,359 Nos. of Stock Options, equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years at the rate of 0.10% with an increase or decrease of 0.02% depending on the Company’s growth.

Accordingly, your Company has already issued Stock Options for the years 2014-15 to 2020-21, out of which the Options granted for 2014-15, 2015-16, 2016-17 and 2017-18 got vested on the continuing eligible employees and the Options granted to a few employees who have left before the date of vesting, got lapsed and have been added back to the pool.

This year, it is proposed to grant Stock Options not exceeding 40,429 Equity Shares, which would vest on the eligible employees after a lock-in period of three years, subject to their continuing in service, and the proposal is being placed before the Members for their approval. The details of Options granted, shares allotted, etc., are given below:

The disclosure as per rule 12 (9) of The Companies (Share Capital and Debentures) Rules, 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-7, attached to this report.

The certificate issued by the Secretarial Auditors regarding compliance with the Scheme implemented during the year under review in accordance with the SEBI (Share Based Employee Benefit) Regulations, 2021 and the resolution passed at the annual general meeting

Consent of the shareholders is being sought for granting of Stock Options under the ESOP Scheme.

Change in the nature of business:

There is no change in the nature of core business of your Company or in that of the Subsidiary Company during the year under review.

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 Companies Act, 2013, 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 in the Annexure-8, attached to this report.

Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2022, has been placed in your Company’s website, on Investor Relations (thyrocare.com)

Insurance:

All properties and insurable interests of your Company including building, plant and machinery and stocks have been fully insured.

Internal Financial Controls and their Adequacy:

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 reviewed and no material weakness in the design or operation was observed.

Directors’ Responsibility Statement:

Pursuant to the provisions of Sub-Section 5 of Section 134 of the Companies Act, 2013, your Board of Directors confirm, to the best of their knowledge and ability, that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 at the end of the financial year and of the Profit of the company for that period;

( ) t hey 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) they have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including

audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2021-22.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

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

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

3) During the financial year under review, except as specified in the above sections, there were no other change in share capital of the Company (Including Sweat Equity, under ESOP’s or equity shares with differential rights as to dividend, voting or otherwise or Buyback).

4) The provisions of section 197(14) of the Companies Act, 2013, in relation to disclosure of remuneration or commission received by a managing or whole-time director from the company’s holding or subsidiary company are not applicable to the Company.

5) There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

6) There were no one time settlements with taking loan from Banks or Financial Institutions and hence there are no details to be disclosed for difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions.

Acknowledgements:

Your Directors take this opportunity to thank all the Government and Regulatory Authorities, Financial Institutions, Banks, Customers, Vendors, Suppliers and Members and all other stakeholders for their valuable continuous support.

The Boards of Directors also wish to place on record its sincere appreciation for the committed services by the Company’s executives, staff and workers.

Your Directors also wish to thank the Members for the confidence they have reposed in the Board of Directors of the Company.

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

Dharmil Sheth Hardik Dedhia

Place: Navi Mumbai Managing Director Director Date: 29-04-2022 DIN: 06999772 DIN: 06660799