The Board of Directors take pleasure in presenting the Thirty Ninth (39th) Annual Report including inter-alia
Directors' Report, its annexures and audited financial statements (including standalone & consolidated financial
statements along with respective Auditors' Report thereon) for the year ended 31st March, 2025. The
consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY /HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

(Rs. In Lakhs)

2. OVERVIEW & STATE OF THE COMPANY’S AFFAIRS:

Revenues - standalone

During the year under review, the Company on a standalone basis has recorded a total income of Rs. 87.60
Lakhs and net loss of Rs. 44.02 Lakhs as against the income of Rs. 355.15 Lakhs and incurred a profit of Rs.
2.34 Lakhs respectively in the previous financial year ending 31st March, 2024.

Revenues - Consolidated

During the year under review, the Company on a consolidated basis has recorded an income of Rs. 2393.07
Lakhs and incurred a loss of Rs. 508.02 Lakhs as against the income of Rs. 3629.51 Lakhs and incurred a
loss of Rs. 167.55 Lakhs respectively in the previous financial year ending 31st March, 2024.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and
Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the annual Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and as at the date of Board's Report there was no change in the nature of
business pursuant to inter-alia Section 134 of the Companies Act, 2013 and Companies (Accounts) Rules,
2014.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to
transfer any amount to general reserves account of the company during the year under review.

6. DIVIDEND:

During the year under the review and at the date of this report, the Company has not paid or declared any
dividend to its shareholders.

7. TRANSFER OF SHARES AND UNPAID OR UMCLAIMED AMOUNTS TO INVESTOR EDUCTION
AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant
circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of
seven years from the due date is required to be transferred to the Investor Education and Protection Fund
(“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1)
and Section 125(2) of the Act.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, other than disclosed as part of this report,
affecting the financial position of the Company which have occurred during the financial year i.e. 01st April,
2024 to 31st March, 2025 of the Company to which the financial statements relate and as on the date of the
Annual Report.

9. CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under the review there is no change in the status of the Company i.e. the Company does
not have any Associates/ Joint Ventures. However, the Company has following Corporates as one (1) as
Subsidiary and One (1) as a Step-down Subsidiary based in United States of America (USA):

a) Decipher Software Solutions LLC (Subsidiary) and

b) Decipher Soft Middle East W.L.L (Step-down Subsidiary)

Further, as on the date of the report, the Board, at its meeting held on 14th August, 2025, approved the
closure of the office of the Step-Down Subsidiary in view of prevailing market contraction and recent
geopolitical developments. The Company has determined that it is prudent, as of the current date, to
consolidate and restrict its operations to the United States, thereby mitigating potential trade-related
implications arising from the respective jurisdictions.

However, this strategic withdrawal from the Middle East market is not expected to have a material impact on
the Company's consolidated financial statements, as operations in the region were in an early-stage phase,
with negligible revenue contribution and minimal influence on the Company's overall performance.

10. FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT
VENTURES:

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of
the financial statements of the subsidiary company in Form AOC- 1 is annexed as Annexure IV herewith
forming part of the Annual Report. In accordance with the proviso to Section 136(1) of the Companies Act,
2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated
financial statements has been placed on the website of the Company.

11. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the ‘Listing Regulations') and Section 129 of the Companies Act, 2013, the
Consolidated Financial Statements which have been prepared by the Company in accordance with the
applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS)
forms part of this Annual Report.

12. SHARE CAPITAL OF THE COMPANY:

During the year under review, there was no change in the share capital of the Company as detailed below:

i. Authorised Share Capital:

The Authorized Share Capital of your Company as on 31st March, 2025 stood at Rs.10,50,00,000/-
(Rupees Ten Crores Fifty Lakhs Only) consisting of 1,05,00,000 (One Crore Five Lakhs Only) Equity shares
of Rs.10/- (Rupees Ten Only) each.

ii. Paid-up Share Capital

The Issued and paid-up share capital of the Company as on 31st March, 2025 stood at Rs. 10,10,00,000/-
(Rupees Ten Crores Ten Lakhs Only) consisting of 1,01,00,000 (Rupees One Crores One Lakh only) Equity
shares of face value Rs.10/- (Rupees Ten Only) each.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under the review and as on date of this report, the Company has a proper composition of
Board consisting of Six (6) Directors, out of which Three (3) are Independent Directors(s) including Two (2)
Women Directors and One (1) is Executive director and Two (2) are Non-executive and Non-Independent
Directors. Further the details of Appointments/ re-appointments/ Resignations/ Retirements of any of the
Directors and key managerial personnel during the year and as on the date of this report is detailed below:

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

• Resignation of Mr. Mary Vara Prasad Mutluri as Independent Director of the Company with effect from 30th
May, 2024.

• Resignation of Mr. Siva Kumar Reddy Chappidi as Company Secretary and Compliance Officer of the
Company with effect from 30th September, 2024 (post-closing hours).

• Appointment of Mrs. Preeti Singh as Company Secretary and Compliance Officer of the Company with
effect from 01st January, 2025.

• Appointment of Mrs. Ankita Mathur as an Additional Director (Executive Category) of the Company with
effect from 30th May, 2025.

• Change in Designation of Mr. Sushant Mohanlal from Executive Director of the Company to Non-Executive
and Non-Independent Director of the Company with effect from 30th May, 2025 (post-closing hours).

• Resignation of Mrs. Ankita Mathur as an Additional Director (Executive Category) of the Company with
effect from 14th August, 2025.

b) Key Managerial Personnel:

Key Managerial Personnel as on date of this report:

• Mrs. Sonam Jalan, Chief Financial Officer of the Company.

• Mrs. Preeti Singh, Company Secretary and Compliance Officer of the Company.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors
seeking appointment/re-appointments are given as Annexure-A to the notice of the AGM forming part of this
Annual Report.

14. BOARD MEETINGS:

The Board of Directors duly met Six (6) times on 30.04.2024, 30.05.2024, 14.08.2024, 14.11.2024,
31.12.2024 and 13.02.2025 and in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. Further,
the Board meetings were conducted in due compliance with; and following the procedures prescribed in the
Companies Act, 2013, SEBI Listing Regulations and applicable Secretarial Standards. Detailed information
on the meetings of the Board is included in the report on Corporate Governance which forms part of the
Annual Report.

15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has, inter alia, received the following declarations from all the Independent Directors as
prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b)
read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV
and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Director's Database maintained by the Indian
Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted
from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission
and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of
Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by
the Independent Directors after undertaking due assessment of the veracity of the same.

16. ANNUAL EVALUATION OF BOARD’S PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES
AND OF DIRECTORS:

Performance of the Board and Board Committees was evaluated on various parameters such as structure,
composition, diversity, experience, corporate governance, competencies, performance of specific duties
and obligations, quality of decision-making and overall Board effectiveness. Performance of individual
Directors was evaluated on parameters such as meeting attendance, participation and contribution,
engagement with colleagues on the Board, responsibility towards stakeholders and independent
judgement.

All the Directors participated in the evaluation process conducted in meeting dated 13th February 2025. The
Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors.
The Board upon discussion noted the inputs of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual
Directors is enumerated in the Corporate Governance Report.

17. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarisation programme. The Company also conducts orientation programme
upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The familiarisation programme for Independent Directors is disclosed on the Company's website
www.decipherlabs.in.

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm 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) The Directors had 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 and loss of the company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

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

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations,
commensurate with its size and operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and
reports to the Audit Committee of the Board.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of
Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company
promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour.
The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to
report violations of applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was
denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report
genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same
has been placed on the website of the Company www.decipherlabs.in.

21. DEPOSITS FROM PUBLIC:

The Company has not accepted any public deposits during the Financial Year ended 31st March, 2025 and
as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance
sheet.

22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended 31st March, 2025, there
has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

23. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company
www.decipherlabs.in.

24. DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate measures have
been taken to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable
to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : $24,900
Foreign Exchange Outgo : NIL

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the period under the review, the company has not given loans, Guarantees or made any investments
attracting the provisions of Section 186 of the Companies Act, 2013.

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and
in the ordinary course of business. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-V to
this report.

27. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure - X(a) to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies
Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure X(b) to this report.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per
annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of
the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

28. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of
to each director is as disclosed in the Annexure - X(a) of this report.

29. AUDITORS:

A. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company in accordance with Section 139 of the Companies Act, 2013 in the 35th
Annual General Meeting (AGM) has approved the appointment of M/s. Ramanatham & Rao., Chartered

Accountants (Firm Registration No.:002934S), Hyderabad as Statutory Auditors of the Company for a
period of five (5) years i.e. from the conclusion of 35th AGM held on 25th September, 2021 till the conclusion
of 40th AGM of the Company to be held in the financial year 2026-2027.

The notes of the financial statements referred to in the Auditors' Report issued by M/s. Ramanatham & Rao.,
Chartered Accountants, Hyderabad for the financial year ended on 31st March, 2025 are self-explanatory
and do not call for any further comments. The Auditors' Report does not contain any qualification,
reservation or adverse remark.

B. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s.
S.S. Reddy & Associates, Practicing Company Secretaries (“Secretarial Auditor”) to conduct the Secretarial
Audit of your Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31,2025 is annexed herewith as Annexure-
I and forms an integral part of this Annual Report. The Secretarial Audit Report does contain any following
qualification, reservation or adverse remark, etc.:

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of
Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the
time being in force).

Further, pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing
Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit
Committee, the Board of Directors, at their meeting held on 05th September, 2025, approved the appointment of
M/s. Aakanksha Dubey & Co., Practicing Company Secretaries, a peer-reviewed firm, as the Secretarial Auditor
of the Company for a term of five (5) consecutive years commencing from the Financial Year 2025-26 to Financial
Year 2029-30, subject to the approval of the shareholders at the ensuing AGM. A detailed proposal for
appointment of Secretarial Auditor forms part of the Notice convening this AGM.

C. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and
Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during
the year under review the Internal Audit of the functions and activities of the Company was undertaken by
the Internal Auditor of the Company on quarterly basis.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit
Observations along with recommendations and its implementations are reviewed by the Audit Committee
and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of
the Company from the Internal Auditor.

D. COST AUDITOR AND COST AUDIT REPORT:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit)
Rules, 2014, the Company is not required to maintain cost accounting records and get them audited every
year. Hence, maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

30. DETAILS OF FRAUDS REPORTED BY STATUTORY AUDITORS:

During the year under the review, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation
24(A) of the Listing Regulations, SEBI has directed listed entities to issue an Annual Secretarial compliance
report by a Practicing Company Secretary to keep in check the Compliance of all applicable SEBI
Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 30th
May, 2025, was given by Mr. S. Sarweswara Reddy, Practicing Company Secretary which was submitted to
BSE Limited.

32. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the
operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting policies, approval procedures and to
ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.
It has a comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.

33. COMMITTEES:

(I) . AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI
(LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Further all the required
details including the composition of the Committee has been detailed in the Corporate Governance report,
forming a part of this Annual report.

(II) . NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of
Regulation 19(1) of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013.
Further all the required details including the composition and the remuneration policy for selection and
appointment of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration
framed by the Board on the recommendation of this Committee in Compliance with Section 178 of
Companies Act, 2013 are included in the Corporate Governance report, forming a part of this Annual report.

(III) . STAKEHOLDERS RELATIONSHIP/ INVESTOR GRIEVANCE COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of
Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the
Companies Act, 2013. Further all the required details including the composition of the Committee are
included in the Corporate Governance report, forming a part of this Annual report.

34. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or
more, or a net profit of Rs. 5 Crore or more as mentioned in the point no.1 of this director's report i.e. financial
highlights above during the immediately preceding financial year i.e. 31st March, 2025, section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and
hence the Company need not adopt any Corporate Social Responsibility Policy.

35. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust risk management framework to identify, monitor and minimize risks and also to identify
business opportunities. As a process, the risks associated with the business are identified and prioritized
based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior
management on a periodical basis.

36. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgement of the Board may affect the independence of the Directors except Mr.
Ajjarapu Janakiram (Non- Executive Director & Promoter) who is holding 16,59,075 Equity Shares of the
Company.

37. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be
made while dealing with shares of the Company, as well as the consequences of violation. The policy has
been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of
unpublished price sensitive information and code of conduct for the prevention of insider trading, is
available on our website (www.decipherlabs.in).

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder. With the objective of providing a
safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under
this Policy. The policy is available on our website (www.decipherlabs.in).

All employees are covered under this policy. The Company is having less than 10 employees and therefore
not required to constitute Internal Complaints Committee. No Complaints were pending at the beginning of
the year or received during the year.

39. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under the review, there were no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and its future operations.

However, as on the date of the report i.e., after the end of financial year, the Securities Exchange Board of
India (“SEBI”) (“Regulator”) passed an order dated 31st July, 2025, against the Company and Two (2) of the
Directors of the Company, the physical copy of which was received by the Company on 11th August, 2025,
imposing penalty on the Company and its Directors and giving directions to the directors of the Company for
violating Regulations 3(a), (b), (c), passed. (d), 4(1), 4(2)(e), (f), (k) and (r) of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015. The details of the penalties and directions
are mentioned below:

Debarred from accessing securities market: The Company is restrained from accessing the securities market
and further prohibited from buying, selling or otherwise dealing in securities (including units of mutual funds),
directly or indirectly, or being associated with the securities market in any manner, whatsoever from the date of
the of the order for a period of 3 years (i.e., period of debarment).

In addition to penalty, the Directors are restrained from accessing the securities market and further prohibited
from buying, selling or otherwise dealing in securities (including units of mutual funds), directly or indirectly, or
being associated with the securities market in any manner, whatsoever from the date of the of the order for a
period of 3 years (i.e. period of debarment).

Disgorgement: The SEBI also directed to disgorge the unlawful gains of Rs. 7,90,90,000/- (Rupees Seven
Crores Ninety Lakhs Ninety Thousand Only) and Rs. 2,30,82,800/- (Rupees Two Crores Thirty Lakhs Eighty
Thousand Eight Hundred Only) made by by Mr. Janakiram Ajjarapu and Mr. Sushant Mohan Lal respectively, and
to be credited into the IPEF Account under SEBI Act.

Further, in this regard the Company had given intimation(s) to the Exchange as well as the shareholders on
12th August, 2025 and in the board meeting outcome dated 14th August, 2025 where it had mentioned that the
Directors of the Company considered the proposal to seek legal advise and take an appropriate course of action
by exploring options including appeal in the Securities Appellate Tribunal (SAT) and authorized the Directors to
do the needful and that the recent order issued by SEBI does not have any material impact on the company's
core operations or financial stability. While the company continues to operate smoothly and remains focused on
its strategic objectives certain aspects of the company's expansion plans may face recalibration. However, these
adjustments are expected to be temporary and are not anticipated to affect the long-term growth trajectory of the
Company.

41. DETAILS FOR APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and
Financial Institutions.

43. INSURANCE:

The properties and assets of your Company are adequately insured, wherever required.

44. CREDIT & GUARANTEE FACILITIES:

The Company has not availed any credit and guarantee facilities during the year apart from the banking
facilities for its day-to-day operations.

45. CEO/ CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as
Annexure - VII.

46. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with
SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the
Directors confirm that the Company is not defined as a “Large Corporate” as per the framework provided in
the said Circular. Further, your Company has not raised any funds by issuance of debt securities.

47. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All the policies are available on our website www.decipherlabs.in.

48. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee's stock option scheme : NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares : NA

5. Buy back shares : NA

7. Preferential Allotment of Shares : NA

49. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e)
read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015
with the stock exchange in India is annexed herewith as Annexure- III to this report.

50. CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate
Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance,
forming a part of this Report and the requisite certificate from the Company's Auditors confirming
compliance with the conditions of Corporate Governance is attached to the report on Corporate
Governance as Annexure-II.

51. DECLARATION FROM DIRECTORS AND COMPLIANCE WITH CODE OF CONDUCT:

None of the Directors of the Company are disqualified from being appointed as Directors as specified under
Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s)
thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of
India (“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for
Board and Senior Management for the financial year 2024-25. The Company had sought the following
certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed
and/or continuing as Directors by the SEBI/mCa or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV
and Rules issued thereunder and the Listing Regulations.

52. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be
implanted.

53. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory and
governmental authorities.

Your Directors also thank the employees at all levels, who through their dedication, co-operation, support
and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid
and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks etc. for their
continued support for the growth of the Company.

FOR DECIPHER LABS LIMITED

SD/- SD/-

SUSHANT MOHAN LAL VENKATESWARA RAO GUDIPUDI

PLACE: HYDERABAD NON-EXECUTIVE DIRECTOR DIRECTOR

DATE: 05.09.2025 (DIN: 01227151) (DIN: 02147615)