The Board of Directors is pleased to present the 24^th (twenty fourth) Annual Report on the business and operations of Vijaya
Diagnostic Centre Limited (‘the Company’ or ‘VDCL’) and the Audited Financial Statements for the financial year ended
March 31,2026.

FINANCIAL SUMMARY

The financial performance of the Company for the year ended March 31,2026, is summarized below:

Note: Figures for FY 2024-25 (Standalone) have been restated on account of merger of Medinova Diagnostic Services limited with Vijaya
Diagnostic Centre Limited vide NCLT order dated October 13, 2025
*Includes exceptional item of Rs. 102.96

FINANCIAL PERFORMANCE

The standalone and consolidated financial statements of
the Company for the financial year ended March 31, 2026,
have been prepared in accordance with the applicable
Indian Accounting Standards (Ind-AS) and the provisions of
Companies Act, 2013.

Standalone Performance

During the FY 2025-26, the Company reported a Standalone
Total Income of T79,058.69 Lakhs compared to T65,252.39
Lakhs in the previous year. The Standalone Net Profit After
Tax of the Company stood at T17,831.03 Lakhs compared to
T13,592.97Lakhs in the previous year.

Consolidated Performance

During the FY 2025-26, the Company reported a Consolidated
Total Income of T83,500.11 Lakhs compared to T69,970.96
Lakhs in the previous year. The Consolidated Net Profit After
Tax of the Company stood at T17,297.66 Lakhs compared to
T14,379.35 Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements of the
Company for Financial year 2025-26 are prepared in accordance
with the applicable provisions of Companies Act 2013
(“Companies Act”), Indian Accounting Standards (“Ind-AS”)
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). The
consolidated financial statements have been prepared based
on the audited financial statements of the Company and its
subsidiaries as approved by their respective Board of Directors.

DIVIDEND

Your directors are pleased to recommend a final dividend
of T2/- per equity share of face value of T1/- each for the
Financial Year 2025-26, for approval by the Members at the
24^th Annual General Meeting (“AGM”) of the Company.

As per Regulation 43A of SEBI Listing Regulations, the
Company has adopted a Dividend Distribution Policy which
is available on the website of the Company at -https://
images.vijayadiagnostic.com/investor/corporategovernance/
DIVIDEND-DISTRIBUTION-POLICY.pdf

The final dividend recommended for the financial year 2025¬
26, is in compliance with the Dividend Distribution Policy
of the Company.

TRANSFER TO GENERAL RESERVES

During the year under review, the Management of the
Company decided not to transfer any amount to the General
Reserves of the Company.

MERGER / SCHEME OF AMALGAMATION

The Board of Directors of the Company, at its meeting held
on June 26, 2024, based on the recommendation of the Audit
Committee, has considered and approved the Scheme of
Amalgamation between Vijaya Diagnostic Centre Limited
(“VDCL / The Company”) and Medinova Diagnostic Services
Limited (“MDSL”), along with their respective shareholders
and creditors, pursuant to the provisions of Sections 230 to
232 of the Companies Act, 2013, and rules made thereunder.

The Company had filed the scheme with stock exchanges (i.e.
BSE & NSE) on June 28, 2024, and received their observation
letter with “no adverse observations” dated 5^th December
2024 from BSE Limited and observation letter with “no
objection” dated 6^th December 2024 from National Stock
Exchange of India Limited.

Further, the Company has obtained approval from its
shareholders and creditors at their meetings held on April 25,
2025, pursuant to directions issued by the National Company
Law Tribunal, Hyderabad Bench (“NCLT”) vide their order
dated March 5, 2025.

A joint petition has been filed with the NCLT, Hyderabad
bench on May 05, 2025, and the same is approved by NCLT
vide order dated October 13, 2025. Pursuant to scheme of
Amalgamation as approved by NCLT, the Board of Directors
of the Company, today, by way of a Circular Resolution, has
approved the allotment of 1,71,792 (One Lakh Seventy-One
Thousand Seven Hundred and Ninety-Two) equity shares of
face value ?1/- each, to the eligible shareholders of Medinova
Diagnostic Services Limited whose names appeared
in the Register of Members as on the Record Date, i.e.,
November 25, 2025.

Further the Company has executed corporate action with
NSDL and CDSL for the credit of aforesaid shares to respective
shareholders and finally received trading approval from both
the Stock Exchanges dated June 18, 2026 for the trading of
1,71,792 (One Lakh Seventy-One Thousand Seven Hundred
and Ninety-Two) equity shares allotted pursuant to scheme
of Amalgamation.

The Scheme of Amalgamation, along with other relevant
documents, can be accessed on the Company’s
website at:https://www.vijayadiagnostic.com/investors/
scheme-of-amalgamation

SUBSIDIARY COMPANIES

The Company has One Wholly Owned Subsidiary (WOS)and
two Limited Liability Partnership firms (LLP) as on March 31,
2026, which are as follows:

As per the provisions of Section 129 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, a
separate statement containing the salient features of the
financial statements of the Subsidiary Companies is prepared
in Form AOC-1 and is annexed herewith as Annexure - I.

Your Company does not have any Associate Company or Joint
Venture as on March 31,2026.

The Company has placed separately, the audited accounts of
its subsidiaries on its website athttps://www.vijayadiagnostic.
com/investors/financials-subsidiaries in compliance with
the provisions of Section 136 of the Companies Act, 2013.
Audited financial statements of the Company’s subsidiaries
will be provided to the Members, on request.

The Company has formulated a policy for determining
material subsidiaries. The said policy is also available on the
website of the Company athttps://images.vijayadiagnostic.
com/investor/corporategovernance/MATERIAL-
SUBSIDIARY-POLICY.pdf

During the year under review, your Company has not issued
any Equity Share with differential rights, Sweat Equity Shares
or Bonus Shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

As on March 31,2026, our Board consists of three (3) Executive
Directors one (1) Non-executive & Non-Independent Director
and six (6) Independent Directors. The constitution of the
Board of the Company is in accordance with Section 149
of the Companies Act 2013 and Regulation 17 of the SEBI
Listing Regulations.

Further, the Shareholders of the Company by passing
special resolution through postal ballot have approved the
appointment of Mr. Ravi Shankararamiah and Mrs. Sasi Kala
Paruchuri as Independent Drectors of the Company for a
period of five (5) years with effect from February 13, 2026.

In the opinion of the Board, all the Independent Directors
of the Company possess requisite expertise, integrity and
experience including proficiency. Further all the Independent
Directors have confirmed that their respective names have
been included in the Independent Director’s Database as
required under Section 150 of the Companies Act, 2013 and
rules made thereunder.

In accordance with the provisions of Section 152 and other
applicable provisions, if any, of the Companies Act, 2013
and the Articles of Association of the Company, Mrs. Sura
Geeta Reddy, will retire by rotation at the ensuing AGM, and
being eligible, offers himself for re-appointment. The Board
recommends the same to the shareholders for their approval.

In compliance with Regulation 36(3) of the SEBI Listing
Regulations and the applicable provision of the Companies
Act, 2013, brief resume and other details of all the directors
proposed to be appointed / re-appointed, if any, are attached
along with the Notice of the ensuing Annual General Meeting.

During the year under review, the non-executive directors of
the Company had no pecuniary relationship or transactions
with the Company, other than transactions disclosed in the
financial statements if any, incurred by them for the purpose of
attending meetings of the Board / Committee of the Company.

Based on the written representations received from the
directors, none of the above directors are disqualified under
Section 164 (2) of the Companies Act, 2013 and are also not
debarred by SEBI or any other statutory authority for holding
office of a Director. As required by Listing Regulations, a
certificate from Company Secretary in practice, that none
of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing
as Directors of the Company, by SEBI, MCA or any such
statutory authorities, is annexed to the Corporate Governance
report which is forming part of the Annual Report.

Apart from the above, there have been no changes
in the Directors.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51), 203 of
the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
following are the Key Managerial Personnel of the Company
as on March 31,2026:

#Mr. Ankit Shah was appointed as Chief financial officer of the Company w.e.f
13^th February 2026 and subsequently resigned w.e.f Juy 24, 2026. Further
Mr. Narasimha Raju was appointed as CFO w.e.f July 09, 2026.

*Mr. Hansraj Singh., Company Secretary & Compliance officer of the Company,
resigned from his position and was relieved from his duties with effect from
March 16, 2026.

Subsequently, the Board of Directors of the Company, at its meeting held
on May 07, 2026, appointed Ms. Naga Vasudha as the Company Secretary &
Compliance officer with effect from June 01, 2026.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its
Independent Directors, confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1)(b)
of the SEBI Listing Regulations. In terms of Regulation 25(8) of

the SEBI Listing Regulations, the Independent Directors have
also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties.
In the opinion of the Board, Independent directors fulfill the
conditions specified in Companies Act 2013 and SEBI Listing
Regulations and are independent from the management.

Further, all the Directors of the Company, including
Independent Directors, possess appropriate skills,
experience, and expertise in one or more areas such as
Board and Corporate Governance, Finance, Accounting and
Financial Reporting, Information Technology, specialized
industry knowledge, environmental matters, and other
disciplines relevant to the Company’s business operations.

FAMILIARIZATION PROGRAMME

The Company has put in place a system to familiarize its
Independent Directors. During the year under review the
Independent Directors were familiarized with the Company,
its business and senior management.

Periodic presentations were made at the Board meetings
appraising the Board Members about the finer aspects of
the Company’s businesses, the challenges posed and an
overview of future business plans, including:

• Macro-economic view of the industry in which the
Company operates.

• Budgets, operations and performance of the business
and relevant regulatory/legal updates in the statutes
applicable to the Company.

• Business model of the Company, risks and opportunities
for the businesses and the growth levels for them; and

• Strategic outlook and the way forward.

MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board of Directors are prescheduled
and intimated to all the Directors in advance, to help them
plan their schedule. However, in case of special and urgent
business needs, approval is taken either by convening
meetings at a shorter notice with consent of all the Directors
or by passing a Resolution through Circulation, as permitted
by law. Video conferencing facilities are provided to enable
active participation by Directors who are unable to attend the
meetings in person.

There were four (4) Meetings of the Board of Directors held
during the Financial Year 2025-26. The details of Board
Meetings and the attendance of the Directors thereat are
provided in the Corporate Governance Report, which forms a
part of the Annual Report. The provisions of Act and the SEBI
Listing Regulations were adhered to, while considering the
time gap between any two meetings.

The Board Committees are constituted by the Board of
Directors and operate in accordance with their respective
terms of reference, which clearly define their scope,
composition, tenure, functioning, and reporting framework.
These Committees form an integral part of the Company's
governance structure by focusing on specific areas requiring
in-depth attention and oversight.

Each Committee functions under the overall guidance
and supervision of the Board, with the Chairpersons of the
respective Committees regularly reporting to the Board on
key deliberations and decisions. The recommendations
made by the Committees are placed before the Board for its
consideration and approval, thereby ensuring informed and
effective decision-making.

The Board of Directors of your Company has formed various
Committees, as per the provisions of the Companies Act
2013 and SEBI Listing Regulations. The various committees of
the Board are as provided hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of all the Committees along with their charters,
composition and meetings held during the year, are provided
in the “Report on Corporate Governance”, which forms
part of this Annual Report. During the year under review,
all the recommendations of the Audit committee were
accepted by the Board.

AUDITORS AND AUDITORS’ REPORT

I. Statutory Auditors

The shareholders at their 21^st Annual General Meeting
(AGM), approved the appointment of M/s. B SR and
Co., (Firm Registration No. 128510W) as the Statutory
Auditors of the Company, for a second term of five (5)
years to hold the office from the conclusion of the
21^st AGM until the conclusion of the 26^th AGM of the
Company on such remuneration as may be determined
by the Board of Directors, in addition to the applicable
taxes, reimbursement of out-of-pocket expenses as may
be incurred in connection with the audit of the accounts
of the Company.

M/s. B S R and Co., Statutory Auditors of the Company, have
confirmed that they are not disqualified from continuing as
Statutory Auditors under Section 141 of the Companies
Act, 2013 and/or any other applicable law, and that their
appointment is within the prescribed ceiling limits.

The Notes on financial statements referred to in the
Auditor’s Report are self-explanatory and do not call
for any further comments. The Auditor’s Report does

not contain any qualification, reservation, adverse
remark, or disclaimer.

No fraud has been reported by the Auditors under
Section 143(12) of the Companies Act, 2013 requiring
disclosure in the Board’s Report.

II. Cost Records and Cost Auditors

M/s. Santhosh & Associates, Cost Accountants,
Hyderabad (Firm Registration No.: 003955) was
appointed by the Board of Directors at its Meeting held
on May 12, 2025, as the “Cost Auditors” of the Company
for the Financial Year 2025-26, for all the applicable
products, pursuant to the provisions of Section 148 of
the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014. The Shareholders of
the Company, at their 23^rd AGM held on September 5,
2025, had ratified the remuneration payable to the Cost
Auditors in terms of Rule 14 of the Companies (Audit &
Auditors) Rules, 2014.

The Company has prepared and maintained cost
accounts and records for the Financial Year 2025-26,
as per sub-section (1) of Section 148 of the Companies
Act, 2013 and the Companies (Cost Records and
Audit) Rules, 2014.

The Cost Auditor has submitted the Cost Audit Report
for the financial year 2025-26 to the Board of Directors
and the Board of Directors considered and examined the
said report. The Cost audit report does not contain any
qualification, reservation, adverse remark, or disclaimer.

M/s. Santhosh & Associates, Cost Accountants,
Hyderabad has been re-appointed by the Board of
Directors, at its Meeting held on May 07, 2026, as the
“Cost Auditors” of the Company for the Financial Year
2026-27, for all the applicable products, pursuant to
the provisions of Section 148 of the Companies Act,
2013 and the Companies (Cost Records and Audit)
Rules, 2014. The Shareholders are requested to ratify
the remuneration payable to the Cost Auditors at their
ensuing 24^th AGM, in terms of Rule 14 of the Companies
(Audit & Auditors) Rules, 2014 including the remuneration
payable to the cost auditor for the FY 2026-27.

III. Secretarial Auditor and Secretarial Audit Report

Pursuant to the amended Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, vide SEBI Notification dated
December 12, 2024, and in accordance with the
provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the shareholders of the Company, at Annual general
meeting held on September 05, 2025, based on the
recommendation of the Board of Directors, have
approved the appointment of M/s. Balaramakrishna
& Associates, Practising Company Secretaries,
a peer-reviewed firm (Firm Registration Number:
S2021TL825900) as Secretarial Auditors of the Company

for a term of five (5) consecutive financial years
commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report submitted by Mr. D.
Balaramakrishna, for the Financial Year 2025-26 is
annexed as Annexure - II to this Board’s Report.

The Secretarial Auditor’s Report is self-explanatory and
does not contain any qualification, reservation, adverse
remark, or disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations,
the Company has also obtained Annual Secretarial
Compliance report for the financial year 2025-26 from
Mr. D. Balaramakrishna, Practicing Company Secretary
and submitted the same to the Stock Exchanges where
the shares of the Company are listed.

The Annual Secretarial Compliance report as
submitted to the stock exchanges does not contain any
qualification, reservation, adverse remark or disclaimer.

IV. Internal Auditor

Your Company has a robust internal audit team for
carrying out the internal audit. Further, pursuant to
the provisions of Section 138 of the Companies Act,
2013 and the Companies (Accounts) Rules, 2014,
M/s. Laxminiwas & Co, Chartered Accountants, are the
internal auditors of the company. The Internal Auditors
attend the respective Audit Committee Meetings, where
internal audit reports are discussed.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

Your Company has established and maintains an adequate
internal financial control system, commensurate with the
size, scale, and complexity of its operations. The Company
has instituted robust policies and procedures to ensure the
orderly and efficient conduct of its business, safeguarding
of assets, prevention and detection of fraud, accuracy and
completeness of accounting records, and timely preparation
of reliable financial information.

The internal control framework is further strengthened through
a comprehensive programme of internal and external audits,
as well as periodic reviews conducted by the Management.
This multi-layered approach ensures that financial and
operational records are accurate and dependable, thereby
supporting the preparation of credible financial statements
and facilitating accountability for the Company’s assets.

The Statutory Auditors and Internal Auditors are regularly
invited to the meetings of the Audit Committee, where they
present their observations and assessments regarding the
adequacy and effectiveness of the internal financial controls.
Based on these presentations and its own evaluation, the
Audit Committee provides its recommendations and insights
to the Board of Directors for continuous improvement in the
Company’s internal control environment.

As required to be reported pursuant to the provisions of
Section 186 and Section 134(3)(g) of the Companies Act,
2013, the particulars of loans, guarantees and investments
by your Company under the aforesaid provisions during the
Financial Year 2025-26, have been provided in the notes to the
Financial Statement.

PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts, arrangements,
and transactions entered by the Company with related parties
were in the ordinary course of business and conducted on
an arm's length basis. There were no material related party
transactions requiring disclosure under Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014. Accordingly, the disclosure in Form
AOC-2 is not applicable.

The details of related party transactions, as required under
applicable accounting standards, are disclosed in the notes
to the financial statements forming part of this Annual Report.

The Company has established a robust system for obtaining
prior omnibus approval from the Audit Committee on an
annual basis for related party transactions that are of a
repetitive and foreseeable nature. This mechanism ensures
operational efficiency while maintaining compliance with
applicable regulatory requirements. All transactions entered
pursuant to such omnibus approvals are periodically
reviewed by the Audit Committee. A detailed statement of
related party transactions, including their nature, value, and
terms, is placed before the Committee for its review and
oversight, thereby ensuring transparency and accountability
in the Company’s dealings with related parties.

In compliance with the requirements of the Companies Act,
2013 and SEBI Listing Regulations, the Board has formulated
and adopted a Related Party Transactions Policy (“RPT
Policy”) for the purpose of identification, approval, monitoring
and reporting of related party transactions. The RPT Policy
as approved by the Board is available on the Company’s
website athttps://images.vijayadiagnostic.com/investor/
corporategovernance/Related-Party-Transaction-Policy.pdf

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business carried on by
the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the
financial position of the Company which occurred between
the end of the financial year to which the financial statements
relate and the date of this Report.

ANNUAL EVALUATION OF BOARD’S
PERFORMANCE

In compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors
of the Company has carried out the Annual Performance
Evaluation of the Board as a whole, its committees, individual
directors, and the Chairman.

A structured and comprehensive questionnaire was developed
for this purpose, taking into account various parameters
such as the composition and diversity of the Board and its
Committees, the effectiveness of the Board’s processes,
culture, strategic focus, execution of responsibilities, and
overall governance. The Directors confidentially responded
to the questionnaire, providing constructive feedback on the
functioning of the Board and suggesting ways to enhance
its effectiveness.

The performance evaluation of the Board, the Chairman,
and the Non-Independent Directors was undertaken by the
Independent Directors, in accordance with the statutory
requirements. Additionally, the Independent Directors
held a separate meeting to evaluate the performance of
Non-Independent Directors, the Board as a whole, and the
Chairperson. They also assessed the quality, quantity, and
timeliness of the flow of information between the Company’s
management and the Board.

The Board of Directors expressed satisfaction with the
overall performance evaluation process, which reaffirmed
the effectiveness of the governance practices in place and
highlighted areas for continuous improvement.

PUBLIC DEPOSITS

During the year under review, your Company has neither
accepted nor renewed any deposit within the meaning of
Section 73 and 76 of the Companies Act, read with Companies
(Acceptance of Deposits) Rules, 2014.

RISK MANAGEMENT

Your Company through its Risk management policy
periodically assesses the risk elements, mitigates the
different kinds of risks which the Company faces in its day-
to-day operations and incorporates such risk mitigation plans
in its business operational plans. As on date of this report,
your Company does not foresee any critical risk, which
threatens its existence.

Further, information on the risk management process of the
Company is contained in the Management Discussion &
Analysis Report which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information in respect of matters pertaining to
conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under Section
134(3)(m) of the Companies Act, 2013 and Rule 8(3) of
the Companies (Accounts) Rules, 2014 is given in the
Annexure - III to this Directors’ Report.

ANNUAL RETURN

The Annual Return for financial year 2025-26 is available on
the website of the Company athttps://www.vijayadiagnostic.
com/investors/annual-return

SIGNIFICANT AND MATERIAL ORDERS

During the year under review 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.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
provided in the prescribed format and annexed herewith
as Annexure- IV.

The statement containing particulars of employees as
required under 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, forms part of this
Annual Report. In terms of the provisions of the first proviso to
Section 136 (1) of the Companies Act, 2013, the Annual Report
is being sent to Shareholders, excluding the aforementioned
information. Any shareholder interested in obtaining a copy
of such statement may write to the Company Secretary of the
Company atcs@vijayadiagnostic.in

COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

Work-life balance and gender equality in caregiving
responsibilities remain at the heart of our evolving people
policies. To create a more equitable and supportive
workplace, the Company upgraded its Maternity Benefit
Policy into a comprehensive Parental Benefit Policy, ensuring
holistic coverage for all employees, including those on Fixed
Term Contracts. The revised policy goes beyond traditional
maternity benefits, incorporating leave entitlements for
critical situations (such as stillbirth, child loss during
maternity leave, adoption leave etc.).

The Company is compliant with the applicable provisions of
the Maternity Benefit Act, 1961 and has policies, systems and
processes in place to ensure ongoing compliance.

CORPORATE GOVERNANCE

In accordance with Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), a detailed report on Corporate Governance is
included in the Annual Report.

M/s. Balarama Krishna & Associates, Practicing Company
Secretaries, who is also the “Secretarial Auditor” of your
Company, has certified your Company’s compliance with the
requirements of Corporate Governance in terms of Regulation
34 of the SEBI Listing Regulations and their Compliance
Certificate is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the
Financial Year 2025-26, as prescribed under Regulation
34(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In compliance with the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report (‘BRSR’) for
Financial Year 2025-26 is presented as a separate section and
forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with CSR Rules, the Company
has constituted the Corporate Social Responsibility (CSR)
Committee. The details of the CSR Committee are detailed
in the Corporate Governance Report, which forms part of
this Annual Report.

The Board, on the recommendation of the CSR Committee,
adopted a CSR Policy. The said CSR Policy is available on the
website of the Company athttps://images.vijayadiagnostic.
com/website/CSR-POLICY.pdf

The Annual Report on Corporate Social Responsibility as per
Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed herewith as Annexure-V
to this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and
harassment free workplace for every individual working in
Company’s premises through various interventions and
practices. The Company always endeavours to create and
provide an environment that is free from discrimination and
harassment including sexual harassment.

The Company has adopted a policy against sexual harassment
in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules framed thereunder.

The Company has duly complied with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder. In accordance with the requirements of the Act,
the Board of Directors has constituted Internal Complaints
Committees (“ICC”) at both the Head/Corporate Office and
at Centre/Branch levels to address and redress complaints of
sexual harassment in a timely and effective manner.

Status of Complaints under the POSH Act during the Financial
Year 2025-26 is detailed below:

Note: The Company maintains strict confidentiality in dealing
with such matters and ensures timely redressal in accordance
with applicable laws and internal policies.

NOMINATION AND REMUNERATION POLICY

In compliance with the provisions of Companies Act, 2013 and
SEBI Listing Regulations, the Board had framed a Nomination
and Remuneration Policy for selection and appointment of
Directors, Key Managerial Personnel, senior management
and their remuneration. The Company affirms that the
remuneration paid is as per Nomination and Remuneration
Policy of the Company. The said Policy is available on the
website of the Company athttps://images.vijayadiagnostic.
com/investor/corporategovernance/NOMINATION-
REMUNERATION-POLICY.pdf

Further, neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

WHISTLE BLOWER / VIGIL MECHANISM

The Company has established a Vigil Mechanism, which
includes a Whistle Blower Policy, for its Directors and
Employees, to provide a framework to facilitate responsible
and secure reporting of concerns of unethical behaviour,
actual or suspected fraud or violation of the Company’s
Code of Conduct & Ethics. All employees shall be protected
from any adverse action for reporting any unacceptable or
improper practice and/or any unethical practice, fraud, or
violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors
and employees and it is available on the website of your
Company athttps://images.vijayadiagnostic.com/investor/
corporategovernance/WHISTLE-BLOWER-POLICY.pdf

EMPLOYEE STOCK OPTION PLAN

VDCL Employee Stock Option Plan 2018 (“ESOP Plan”) has
been formulated and approved by the Board of Directors
and Shareholders of the Company on May 3, 2018, and
subsequently amended on March 25, 2021, and August 16,
2021, to be in line with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“ESOP
Regulations”). The said ESOP Plan has also been ratified
subsequently by the shareholders through postal ballot
post listing of shares, on January 11,2022, in terms of ESOP
Regulations. The Nomination and Remuneration Committee
of the Board of Directors of the Company, inter alia,
administers and monitors the ESOP Plan of the Company.

During the year under review, the Nomination and
Remuneration Committee of the Board of Directors of the
Company, at its meetings held on May 12, 2025, July 28, 2025
and February 13, 2026 has granted 1,91,150 (One lakh ninety-
one thousand one hundred and fifty), 2,500 (Two thousand
five hundred) and 1,15,000(One Lakh fifteen thousand)
Employee Stock Options (ESOPs) respectively convertible
into equal number of equity shares of face value T1/- (Rupee
One) each under the ESOP Plan.

The details in respect of ESOPs as required under Companies
Act, 2013 and ESOP Regulations are annexed herewith as
Annexure-VI and available on the website of the company at
https://www.vijayadiagnostic.com/investors/annual-reports

Further the certificate from the Secretarial Auditors of the
Company certifying that the Company’s Stock Option Plan is
being implemented in accordance with the ESOP Regulations
and the resolution passed by the Members, is placed on the
Company’s Website athttps://www.vijayadiagnostic.com/
investors/annual-reports

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the
Companies Act, with respect to Directors’ Responsibility
Statement, the Directors, to the best of their knowledge and
ability, hereby 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) 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 at March 31, 2026 and of the profit and loss of the
Company for the year ended on that date;

c) Directors have 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 annual accounts have been prepared on a
going concern basis;

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

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

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

During the year under review, neither any application was
made, nor is any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 against the Company.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT
OF VALUATION AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE AT
THE TIME OF TAKING A LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

During the Financial Year 2025-26, the Company has not made
any settlement with its bankers for any loan(s) / facility(ies)
availed or / and still in existence.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of the 24^th
Annual General Meeting of the Company including the Annual
Report for the FY 2025-26 are being sent to all Members whose
e-mail addresses are registered with the Company / Depository
Participant(s).

ACKNOWLEDGEMENT

Your directors thank various departments of Central and State
Government, Organizations and Agencies for the continued
help and co-operation extended by them to your Company.
Your directors also gratefully acknowledge all stakeholders
of the Company viz. members, customers, dealers, vendors,
financial institutions, banks and other business partners for
the excellent support received from them during the year.

Your directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment
and continued contribution to the Company.

By order of the Board
For Vijaya Diagnostic Centre Limited

Sd/-

Dr. Sura Surendranath Reddy

Date: August 06, 2026 Executive Chairman

Place: Hyderabad DIN: 00108599