Dear Members,

Your Directors' have pleasure in presenting their 67^th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2026. The Standalone & Consolidated performance of the Company & its Subsidiaries has been referred to where ever required.

1. Financial Performance

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Act") read with the relevant rules and generally accepted accounting principles in India.

2. Operations of the Company

Standalone Total Revenue was H 30,765 lacs, increased by 11.10 % over the previous year's figures of H 27,691 lacs. Profit before tax was H 4,039 lacs, increased by 12.85 % over the previous year's figures of H 3,579 lacs. Total Comprehensive Income was

H 3,071 lacs, increased by 16.37 % over the previous year's figures of H 2,639 lacs.

Consolidated Total Revenue was H 68,177 lacs increased by 7.60 % over the previous year's figures of H 63,359 lacs. Profit before tax was H 343 lacs, decreased by 33.87 % over the previous year's figures of H 5,195 lacs. Total Comprehensive Income was H 2,625 lacs, decreased by 30.48 % over the previous year's figures of H 3,776 lacs.

*Operations of Kopran Research Laboratories Limited, the Subsidiary Company.

During the financial year the turnover in Formulations was H 30,565 lacs as compared to H 27,101 lacs in the previous year, higher by 12.78%

During the financial year, Kopran Research Laboratories Limited, Subsidiary Company (API) turnover was H 37,760 lacs as compared to H 36,488 lacs in the previous year, higher by 3.49%.

3. Dividend

The Directors of your Company recommend a Final Dividend of H 3.00 (30%) per Equity share (previous year H3.00 per Equity share) subject to the approval of the Members.

The payment of Dividend as per Dividend Distribution Policy of the Company and can be accessed on the Company website using the following link: https://www.kopran.com/wp-content/uploads/2024/08/Dividend-Distribution-Policy.pdf

4. Share Capital

The paid-up Equity Share Capital as on March 31, 2026 was H 48.28 crores. During the year under review, the Company has not issued any: a) shares with differential rights b) sweat equity shares

The Company has issued 4,75,000 ESOP to eligible persons as designated by the Company and/or subsidiary company as per the

‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/ "Plan").

Pursuant to the Members' approval through Postal Ballot on May 22, 2023, the Company has adopted the ‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/ "Plan") including extension to eligible employees of group companies. The Plan covering up to 4,75,000 equity shares options, aims to drive long-term performance, retain key talent, and enable employee participation in the Company's growth. The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations). It is administered by the Nomination and Remuneration Committee (NRC), which also acts as the Compensation Committee for the purposes of the (SBEB & SE Regulations). Regulations.

ESOPs have been granted to eligible employees, as determined by the NRC, in accordance with the approved vesting schedule. The options are exercisable into fully paid-up equity shares of 10 each of the Company, subject to the terms and conditions of the Plan and applicable laws and regulations in force. The statutory disclosures as mandated under the Act and (SBEB & SE Regulations). Regulation and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with (SBEB & SE Regulations). Regulations and Members resolutions have been hosted on the website of the Company at https://www.kopran.com/wp-content/uploads/2026/06/ESOP-Compliance-Certificate-as-on-March-31-2026.pdf and the same will be available for electronic inspection by the Members during the Annual General Meeting (AGM) of the Company.

During the year under review, The Company has not allotted equity shares under ‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/ "Plan") and the outstanding grant of ESOP shares is 137700.

5. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure A of this Report.

6. Subsidiaries, Associates and Joint Ventures

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements. There has been no material change in the business of the subsidiaries.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company and the Salient features of their financial summary is provided in Annexure B of this Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company along with the relevant documents in respect of the subsidiaries are available on the website of the Company at https://www.kopran.com/ investors/financials/

7. Scheme Of Amalgamation (Meger by Absorption)

The Board on its meeting held on March 20, 2025 has considered Scheme of Amalgamation [Meger by Absorption] Pursuant to Sections 230 to 232 of The Companies Act, 2013 And Rules Framed Thereunder of Kopran Laboratories Limited (Transferor Company) With Kopran Limited (Transferee Company) and their respective Shareholders and Creditors. Kopran Laboratories

Limited is engaged in the business of Marketing diagnostic equipment's, consumables and automations solutions to path labs and hospitals. As per the Scheme of Amalgamation, the Company will issue 100 (One Hundred) fully paid Equity Shares of INR 10 each of Kopran Limited (Transferee Company) against 45 (Forty-Five) Equity Share of INR 10 of Kopran Laboratories Limited (Transferor Company) to each of the equity shareholder holding fully paid-up Equity Shares in the Transferor Company after receipt of requisite regulatory, creditors and shareholders approvals. The BSE Limited & National Stock Exchange of India have issued Observation Letter on the Scheme of Merger and the Hon'ble National Company Law Tribunal, Mumbai Bench, ("NCLT"), vide its order dated April 09, 2026 (hereinafter referred to as "Order") has issued direction to respective Company to hold Equity Shareholders, Secured Creditors and Unsecured Creditors Meeting. More details can be accessed on the company website: https://www.kopran.com/investors/amalgamation/.

8. Directors, Key Managerial Personnel & Senior Management

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Varun Somani (DIN: 00015384), Non-executive Director and Non-Independent Director of the Company, is due to retire by rotation at the ensuing 67^th Annual General Meeting and being eligible, has offered himself for re-appointment. A Resolution seeking shareholders' approval for his re-appointment along with other required details form a part of the notice.

Mr. Susheel Somani (DIN: 00601727), Chairman of the Board/Non-Executive Director of the Company has resigned from his office with effect from July 29, 2025.

Mr. Siddhan Subramanian (DIN: 02101174) and Mrs. Sunita Banerji (DIN: 02476075) completed their Second term as an Independent Director of the Company on September 17, 2025.

Mr. Adarsh Somani, (DIN: 00192609) has resigned as Non-Executive Non-Independent Director of the Company with effect from March 17, 2026.

The Board of Directors and Management of the Company express sincere appreciation and gratitude for the significant contribution made by Mr. Susheel Somani, Mr. Adarsh Somani, Mr. Siddhan Subramanian and Mrs. Sunita Banerji during their tenure as Director of the Company.

The Board of Directors on recommendation of Nomination and Remuneration Committee (NRC) has appointed Mrs. Namrata Somani (DIN:07095595), as Director of the Company with effect from May 19, 2026. She belongs to Promoter group and is liable to retire by rotation and entitled to receive sitting fees for attending Board and Committee Meeting. The Board recommends to the members for her appointment as Director of the Company at the ensuing general meeting.. A Resolution seeking shareholders' approval for her appointment/re-appointment along with other required details form a part of the notice.

Composition and other details of Board of Directors on March 31, 2026 is annexed herewith as Annexure D. The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

No KMP or Senior Management has been appointed or has retired or resigned during the financial year.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

9. Corporate Social Responsibility (CSR)

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out and amount spent during the financial year ended March 31, 2026 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C. As per the CSR Rules, the Company is mandated to spend H 74.46 Lacs i.e., 2% of the average net profits of the Company made during the immediately three preceding financial years as per Section 135(5). The amount available for setoff of excess CSR spending from preceding financial year is H 13.91 Lacs. The total CSR spending of the Company during the FY 2025-26 is H 83.53 Lacs towards the CSR obligation of the current financial year and excess amount of H 22.98 Lacs spent in current financial year is available for set-off in the succeeding financial years The CSR policy is available on the Company's website on https://www.kopran.com/wp-content/uploads/2024/08/Corporate-Social-Responsibility-Policy-revised-07022024.pdf

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Board has carried out the Annual Performance Evaluation of the Independent Directors on January 22, 2026. The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. In a separate meeting of independent directors held on January 22, 2026, performance of non-independent directors, the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of Directors is carried out through a structured questionnaire which was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI Listing Regulations, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the Company's Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there was no instance of fraud during the year under review.

More details on risks and threats have been disclosed as part of the Management Discussion and Analysis.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link https://www.kopran.com/wp-content/uploads/2026/01/ RPT_Revised-w.e.f.22012026.pdf

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on related party transactions as required by the Indian Accounting Standard has been made in the notes to Financial Statement.

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from M/s Smita Prabhu & Associates, Practicing Company Secretaries, COP: 10859, (Unique Identification No. S2013UP222100), provided in Annexure D, confirming compliance with the conditions of

Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 63rd AGM to the conclusion of 68th AGM. The payments made to Auditors are given in the Report on Corporate Governance provided in Annexure D.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes to the financial statements are self-explanatory and do not call for any further comments. b) Secretarial Auditors

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations"), the Members of the Company, at the 66th Annual General Meeting, approved the appointment of M/s. Smita Prabhu & Associates, Practicing Company Secretaries (COP No. 10859; Unique Identification No. S2013UP222100), as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the financial year 2025-26 and continuing up to the financial year 2029-30.

Accordingly, M/s. Smita Prabhu, Practicing Company Secretary, has issued the Secretarial Audit Reports for the financial year 2025-26 for the Company and its subsidiary, Kopran Research Laboratories Limited, which are annexed as Annexure E(i) and Annexure E(ii), respectively.

They will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. They have confirmed that their appointment complies with the eligibility criteria in terms of Listing Regulations.

The Secretarial Audit Reports for the financial year ended March 31, 2026, do not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2026 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for 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;

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: https://www.kopran.com/investors/corporate-communications/

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any

Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or ‘Whistle Blower Policy' for directors, employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. The same is also disclosed on company's website: https://www.kopran.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf. It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

The Company is committed to fostering a safe, respectful and inclusive work environment for all employees and stakeholders. In line with this commitment, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment ("POSH") at the Workplace, which outlines the principles, procedures and mechanisms for prevention, prohibition and redressal of sexual harassment. This policy is accessible on the Company's website at https://www.kopran.com/wp-content/uploads/2025/07/ Kopran-POSH-Policy-July-2025.pdf

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees including Subsidiary companies) are covered under this policy. During the Financial Year 2025-26, no Complaints were received.

We declare that the Company is in the compliance with all the sections of the Maternity Benefits Act, 1961. Under Maternity Act,1961 we provide maternity leave (26 weeks for the first two children, 12 weeks for subsequent children or adoption), medical benefits, and other entitlements as outlined in the Act. Company and its subsidiary have informed all employees about the benefits available under the Maternity Benefit Act.

The Directors further state that during the year under review: a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-?-vis the Company. b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of the Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the Company.