V Suresh, FCS Phone: 044-4211 1701 PCS, Insolvency Professional, Regd. Valuer of Financial Assets E-mail ID: [email protected] No.28, 1st Floor, Ganapathy Colony 3rd Street, Teynampet, Chennai-600018

FORM NO. MGT – 8

(Pursuant to Section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rule, 2014)

CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE Name of the Company Thyrocare Technologies Limited

CIN of the Company L85110MH2000PLC123882

Regn. No. of the Company 123882

Total Nominal Capital Rs.100,00,00,000 Crores

Total Paid up Capital Rs. 52,83,63,650 Crores

We have examined the registers, records and books and papers of M/s. Thyrocare Technologies Limited (“the Company”) as required to be maintained under the Companies Act, 2013 (“the Act”) and the rules made thereunder for the financial year ended on 31st March, 2020 (“the financial year”). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, We certify that:

A. The Annual Return states the facts as at the close of the financial year 31st March, 2020 correctly and adequately.

B. During the financial year, the company has complied with provisions of the Act & Rules made thereunder in respect of:

1. Its status under the Act.

2. Maintenance of registers/records & making entries therein within the time prescribed therefor;

3. Filing of forms and returns as stated in the annual return, with the Registrar of Companies, Regional Director, Central Government, the Tribunal , Court or other authorities within the prescribed time;

1

4. Calling, convening and holding meetings of Board of Directors and the meetings of the members of the company on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings have been properly recorded in the Minutes Book maintained for the purpose and the same have been signed.

5. The Company had closed its Register of members during the financial year for the payment of dividend, and has complied with the provisions Section 91 of the Companies Act, 2013.

6. During the financial year, the Company has not advanced any loans to any of its directors or persons or firms or companies referred in Section 185 of the Companies Act, 2013. However, the Company has given, after getting necessary approvals, loan to its wholly owned subsidiary, which is exempt from the provisions of Sec. 188.

7. During the financial year, the Company has duly complied with the provisions of Section 188 of the Companies Act, 2013 in respect of contracts/arrangements that were mentioned in that Section.

8. (A) During the financial year, ; The Company has issued and allotted 37,759 equity shares to 103 eligible employees of the Company under its ESOP Scheme 2016. The Company has complied with all the provisions of the Companies Act, 2013, read with the rules framed thereunder, SEBI (Share Based Employees Benefits) Regulations, 2014, as amended, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The necessary approvals (In-principle and final approval for admitting and trading of the new shares) form NSE and BSE have been obtained, and the same have been registered with both the depositories, viz. NSDL and CDSL. Consequently, the paid up capital of the Company got increased as follows;

Particulars No. of shares Amt. in Rs.

Authorised Capital 10,00,00,000 100,00,00,000

Issued, subscribed and paid up capital before 5,27,98,606 52,79,86,060 Allotment Add: No. of shares allotted under ESOP 37,759 3,77,590 Scheme 2016 Issued, subscribed and paid up capital post 5,28,36,365 52,83,63,650 Allotment

2

8 (B). During the financial year, the Company has not received any request for or effected any transfer/transmission other than share transfers by way of stock market transactions effected through depositories; the Company has also not effected any conversion of shares /securities and issue of security certificates.

9. During the financial year, there were no transactions necessitating the company keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

10. During the financial year, the Company has: i. Recommended payment of final dividend for the financial year 2018-19, and interim dividend for the financial year 2019-20, on the paid up capital of the company and had deposited the respective dividend amounts in a separate bank account within the specified time period, and also disbursed to the shareholders within the specified time.

ii. There were no amounts in unpaid dividend account, unclaimed dividend and other amounts to be transferred, as applicable, to the Investors Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013.

11. Signing of audited financial statements as per the provisions of Section 134 of the Companies Act, 2013 and report of directors is as per Section 134(3), (4) and (5) thereof.

12. During the financial year, the Board of Directors of the Company is duly constituted as per the provisions of the Act and Rules made there under and i. There was no appointment of additional director, alternate director, retirement, filling up casual vacancies. ii. However, one woman director, who was earlier appointed as Independent Director, was so appointed by the Members, as well. iii. Three Independent Directors were re-appointed for second term of 5 years from the date of expiry of their respective first term, under Section 149 of the Companies Act, 2013. iv. One Independent Director ceased to hold office from the date of expiry of his first term, as he did not opt for reappointment. v. Also the Managing Director & CEO, and the Executive Director & CFO, were reappointed by the Board of Directors for a further period of five years from 01- 04-2020, subject to approval of Members. vi. The directors and Key Managerial personnel have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and Rules made thereunder vii. Remuneration paid to Directors and Key Managerial Personnel was as per the provisions of the Act and Rules made thereunder.

3

13. During the financial year, appointment of Auditors was made as per the provisions of Section 139 of the Companies Act, 2013.

14. During the financial year, the company was not required to obtain any approval of the Central Government, Regional Director, Registrar of Companies, Court or such other authorities prescribed under the various provisions of the Act.

15. During the financial year, the company has not accepted any public deposits.

16. During the financial year, the Company has not borrowed any amount from banks, financial institutions and others.

17. During the financial year, the Company has not made any guarantee or provided securities to other body corporate.

18. During the financial year, the company has not altered any provisions of the Memorandum of Association or Articles of Association of the Company.

Place: Chennai V Suresh Date : 22.12.2020 Practising Company Secretary C.P.NO: 6032 UDIN: F002969B001605570

4

Corporate Overview Statutory Reports Financial Statements

Board’s Report Annexure-8 Extract of Annual Return As on financial year ended on 31.03.2020 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. reGISTRATION & OTHER DETAILS: 1 CIN L85110MH2000PLC123882 2 Registration Date 28-01-2000 3 Name of the Company THYROCARE TECHNOLOGIES LIMITED 4 Category/Sub-category of the Company Company Limited by Shares Indian Non-Government Company 5 Address of the Registered office & contact details D-37/1, TTC Industrial Area, MIDC, Turbhe, Navi Mumbai (MH)-400703 Ph. No. 022-27622762 6 Whether listed company Yes 7 Name, Address & contact details of the Registrar & M/s Link Intime India Private Limited Transfer Agent, if any. C-101, 247 Park. L B S Marg, Vikhroli West, Mumbai- 400 083. Ph. 022- 49186000

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. Name and Description of main products / services NIC Code of the % to total turnover No. Product/service of the company 1 Independent diagnostic/pathological laboratory services 86905 97.45%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES SN Name and address of the Company CIN/GLN Holding/ % of Applicable Subsidiary/ shares Section Associate held 1 Nueclear Healthcare Limited, D/37-1, U74120MH2011PLC212839 Wholly owned 100.00 Section 2(87) TTC Industrial Area, MIDC, Turbhe, Navi subsidiary Mumbai-400 703. company 2 Equinox Labs Privae Limited 224,Plot- U74999MH2017PTC297024 Associate 30.00 Section 2(6) 3/3A,Unique Industrial Estate, Swatantra, Veer Company Sawarkar Marg, Prabhadevi, Mumbai-400025.

Annual Report 2019-20 I 31 THYROCARE TECHNOLOGIES LIMITED

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change [As on 01-April-2019] [As on 31-March-2020] during the Demat Physical Total % of Total Demat Physical Total % of Total year Shares Shares A. Promoters (1) Indian a) Individual/ HUF 20,104,293 - 20,104,293 38.08 20,280,751 - 20,280,751 38.38 0.31 b) Central Govt ------c) State Govt(s) ------d) Bodies Corp. 14,588,715 - 14,588,715 27.63 14,598,715 - 14,598,715 27.63 0.00 e) Banks / FI ------f) Any other ------Sub Total (A) (1) 34,693,008 - 34,693,008 65.71 34,879,466 - 34,879,466 66.01 0.31 (2) Foreign a) NRI Individuals ------b) Other Individuals ------c) Bodies Corp. ------d) Any other ------Sub Total (A) (2) ------TOTAL (A) 34,693,008 - 34,693,008 65.71 34,879,466 - 34,879,466 66.01 0.31 B. Public Shareholding 1. Institutions ------a) Mutual Funds 7,078,601 - 7,078,601 13.41 4,343,032 - 4,343,032 8.22 -5.19 b) Banks / FI 177,434 - 177,434 0.34 17,858 - 17,858 0.03 -0.30 c) Central Govt ------d) State Govt(s) ------e) Venture Capital Funds ------f) Insurance Companies - - - - 352,553 - 352,553 0.67 0.67 g) Foreign Portfolio Investors 6,161,986 - 6,161,986 11.67 8,536,638 - 8,536,638 16.16 4.49 h) Foreign Venture Capital Funds ------i) Alternate Investment Funds - - - - 203,170 - 203,170 0.38 0.38 Sub-total (B)(1):- 13,418,021 - 13,418,021 25.41 13,453,251 - 13,453,251 25.46 0.05 2. Non-Institutions a) Bodies Corp. i) Indian ------ii) Overseas ------b) Individuals i) Individual shareholders holding 2,026,314 5 2,026,319 3.84 2,358,158 5 2,358,163 4.46 0.63 nominal share capital upto ` 2 lakh ii) Individual shareholders holding 1,001,189 - 1,001,189 1.90 737,195 - 737,195 1.40 -0.50 nominal share capital in excess of ` 2 lakh c) NBFCs registered with RBI 1,721 1,721 0.00 5,000 5,000 0.01 0.01 d) Trust Employee - - - - 150 150 0.00 0.00 e) Others (specify) ------Non Resident Indians ------Bodies Corporate 1,269,694 - 1,269,694 2.40 939,416 - 939,416 1.78 -0.63 Foreign Nationals- NRI (Non Repat and 266,651 - 266,651 0.51 250,219 - 250,219 0.47 -0.03 NRI Repat) Clearing Members 24,691 24,691 0.05 104,628 104,628 0.20 0.15 Trusts 333 - 333 0.00 343 - 343 0.00 0.00 Hindu Undivided Family (HUFs) 96,615 - 96,615 0.18 108,170 - 108,170 0.20 0.02 Sub-total (B)(2):- 4,687,208 5 4,687,213 8.88 4,503,279 5 4,503,284 8.52 -0.35 Total Public (B) 18,105,229 5 18,105,234 34.29 17,956,530 5 17,956,535 33.99 -0.31 C. Employees Benefit Trust under 364 - 364 0.00 364 - 364 0.00 - SEBI (Shared Based Employee Benefit) Regulations, 2014 Grand Total (A+B+C) 52,798,601 5 52,798,606 100.00 52,836,360 5 52,836,365 100.00 -

32 I Annual Report 2019-20 Corporate Overview Statutory Reports Financial Statements

(ii) Shareholding of Promoter SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in No. of % of total % of Shares No. of % of total % of Shares shareholding Shares Shares Pledged/ Shares Shares Pledged / during the of the encumbered of the encumbered year company to total company to total shares shares 1 Dr. A. Velumani 14,809,317 28.05 - 14,809,317 28.03 - -0.02 2 Mr. A. Sundararaju 249,669 0.47 - 249,669 0.47 - -0.00 3 Mr. Anand Velumani 633164 1.20 - 633164 1.20 - -0.00 4 Miss. Amruta Velumani 752512 1.43 - 752512 1.42 - -0.00 5 A. Velumani HUF 1243091 2.35 - 1419549 2.69 - 0.33 6 A. Sundararaju HUF 2416540 4.58 - 2416540 4.57 - -0.00 7 Mahima Advertising LLP 1260000 2.39 - 1260000 2.38 - -0.00 8 Thyrocare Publications LLP 6534500 12.38 - 6534500 12.37 - -0.01 9 Sumathi Infra Project LLP 1576415 2.99 - 1576415 2.98 - -0.00 10 Thyrocare Properties and 5217800 9.88 - 5217800 9.88 - -0.01 Infrastructure Pvt. Ltd. 11 Pavilion Commercial Pvt. Ltd. - - - 10000 0.02 - 0.02

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) S. Particulars Date Reason Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total No. of shares % of total shares shares 1 Dr. A. Velumani At the beginning of the year 1-Apr-19 14,809,317 28.05% Changes during the year - - At the end of the year 31-Mar-20 14,809,317 28.03% 2 Mr. A. Sundararaju At the beginning of the year 1-Apr-19 249,669 0.47% Changes during the year - - At the end of the year 31-Mar-20 249,669 0.47% 3 Mr. Anand Velumani At the beginning of the year 1-Apr-19 633,164 1.20% Changes during the year - - At the end of the year 31-Mar-20 633,164 1.20% 4 Miss. Amruta Velumani At the beginning of the year 1-Apr-19 752,512 1.43% Changes during the year - - At the end of the year 31-Mar-20 752,512 1.42% 5 A. Velumani HUF At the beginning of the year 1-Apr-19 1,243,091 2.35% Purchase 26-Apr-19 Transfer 37,054 1,280,145 2.42% Purchase 31-May-19 Transfer 47 1,280,192 2.42% Purchase 7-Jun-19 Transfer 6,703 1,286,895 2.44% Purchase 29-Jun-19 Transfer 73,268 1,360,163 2.58% Purchase 5-Jul-19 Transfer 59,386 1,419,549 2.69% At the end of the year 31-Mar-20 1,419,549 2.69% 6 A. Sundararaju HUF At the beginning of the year 1-Apr-19 2,416,540 4.58% Changes during the year - - At the end of the year 31-Mar-20 2,416,540 4.57%

Annual Report 2019-20 I 33 THYROCARE TECHNOLOGIES LIMITED

S. Particulars Date Reason Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total No. of shares % of total shares shares 7 Mahima Advertising LLP At the beginning of the year 1-Apr-19 1,260,000 2.39% Changes during the year - - At the end of the year 31-Mar-20 1,260,000 2.38% 8 Thyrocare Publications LLP At the beginning of the year 1-Apr-19 6,534,500 12.38% Changes during the year - - At the end of the year 31-Mar-20 6,534,500 12.37% 9 Sumathi Infra Project LLP At the beginning of the year 1-Apr-19 1,576,415 2.99% Changes during the year - - At the end of the year 31-Mar-20 1,576,415 2.98% 10 Thyrocare Properties and Infrastructure Pvt. Ltd. At the beginning of the year 1-Apr-19 5,217,800 9.88% Changes during the year - - At the end of the year 31-Mar-20 5,217,800 9.88% 11 Pavilion Commercial Pvt. Ltd. At the beginning of the year 1-Apr-19 - 0.00% Purchase 26-Apr-19 Transfer 10,000 10,000 At the end of the year 31-Mar-20 10,000 0.02%

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): S. For each of the Top 10 shareholders Date Reason Shareholding at the Cumulative Shareholding N. beginning of the year during the year No. of shares % of total No. of shares % of total shares shares 1 Nalanda India Equity Fund Limited At the beginning of the year 1-Apr-19 - 0.00% - - Purchase 27-Mar-20 Transfer 3,366,371 - 3,366,371 6.37% At the end of the year 31-Mar-20 - - 3,366,371 6.37% 2 Reliance Capital Trustee Co. Ltd.- A/C Reliance Pharma Fund \ At the beginning of the year 1-Apr-19 2,106,792 3.99% - - Sale 12-Apr-19 Transfer (2,429) 2,104,363 3.98% Sale 19-Apr-19 Transfer (7,711) 2,096,652 3.97% Sale 26-Apr-19 Transfer (37,990) 2,058,662 3.90% Sale 10-May-19 Transfer (38,370) 2,020,292 3.82% Purchase 17-May-19 Transfer 12,399 2,032,691 3.85% Purchase 24-May-19 Transfer 50,000 2,082,691 3.94% Purchase 31-May-19 Transfer 22,275 2,104,966 3.98% Purchase 7-Jun-19 Transfer 11,329 2,116,295 4.01% Purchase 14-Jun-19 Transfer 11,900 2,128,195 4.03% Purchase 29-Jun-19 Transfer 4,900 2,133,095 4.04% Purchase 19-Jul-19 Transfer 37,000 2,170,095 4.11% Sale 26-Jul-19 Transfer (3,000) 2,167,095 4.10% Purchase 2-Aug-19 Transfer 6,147 2,173,242 4.11% Purchase 9-Aug-19 Transfer 2,778 2,176,020 4.12% Purchase 20-Sep-19 Transfer 41,000 2,217,020 4.20% Purchase 27-Sep-19 Transfer 11,900 2,228,920 4.22% Sale 8-Nov-19 Transfer (5,834) - 2,223,086 4.21% Sale 15-Nov-19 Transfer (17,000) 2,206,086 4.18%

34 I Annual Report 2019-20 Corporate Overview Statutory Reports Financial Statements

S. For each of the Top 10 shareholders Date Reason Shareholding at the Cumulative Shareholding N. beginning of the year during the year No. of shares % of total No. of shares % of total shares shares Purchase 22-Nov-19 Transfer 18,100 2,224,186 4.21% Purchase 6-Dec-19 Transfer 44,300 2,268,486 4.29% Purchase 24-Jan-20 Transfer 2,300 2,270,786 4.30% Purchase 31-Jan-20 Transfer 90,300 2,361,086 4.47% Purchase 7-Feb-20 Transfer 5,800 2,366,886 4.48% Purchase 14-Feb-20 Transfer 34,000 2,400,886 4.54% Purchase 28-Feb-20 Transfer 50,000 2,450,886 4.64% At the end of the year 31-Mar-20 - 2,206,086 4.64% 3 New Horizon Opportunities Master Fund At the beginning of the year 1-Apr-19 2,200,000 4.16% - - Changes during the year - - - - At the end of the year 31-Mar-20 - - 2,200,000 4.16% 4 Sundaram Mutual Fund A/C Sundaram Small Cap Fund At the beginning of the year 1-Apr-19 1,520,212 2.88% - - Purchase 19-Apr-19 Transfer 10,548 1,530,760 2.90% Purchase 24-May-19 Transfer 178,833 1,709,593 3.24% Purchase 27-Sep-19 Transfer 45,575 1,755,168 3.32% Purchase 11-Oct-19 Transfer 1,844 1,757,012 3.33% Sale 29-Nov-19 Transfer (1,716) 1,755,296 3.32% Sale 13-Dec-19 Transfer (1,040) 1,754,256 3.32% Sale 6-Mar-20 Transfer (766) 1,753,490 3.32% Sale 27-Mar-20 Transfer (262,423) 1,491,067 2.82% At the end of the year 31-Mar-20 Transfer (10,733) 1,480,334 2.80% 5 Fundsmith Emerging Equities Trust PLC At the beginning of the year 1-Apr-19 883,693 1.67% - - Sale 6-Mar-20 Transfer (31,266) - 852,427 1.61% Sale 13-Mar-20 Transfer (14,336) 838,091 1.59% At the end of the year 31-Mar-20 - - 838,091 1.59% 6 Al Mehwar Commercial Investments LLC- Noosa At the beginning of the year 1-Apr-19 795,000 1.50% - - Changes during the year At the end of the year 31-Mar-20 - - 795,000 1.50% 7 Old Well Emerging Markets Master Fund, L.P. At the beginning of the year 1-Apr-19 - - - - Purchase 31-Mar-20 Transfer 400,620 0.76% 400,620 0.76% At the end of the year 31-Mar-20 - - 400,620 0.76% 8 SBI Healthcare Opportunities Fund At the beginning of the year 1-Apr-19 - - - - Purchase 28-Feb-20 Transfer 200,000 200,000 0.38% Purchase 6-Mar-20 Transfer 200,000 400,000 0.76% At the end of the year 31-Mar-20 - - 400,000 0.76% 9 Bennett, Coleman and Company Limited At the beginning of the year 1-Apr-19 300,000 0.57% - - Changes during the year - - - - At the end of the year 31-Mar-20 - - 300,000 0.57% 10 Cobra India (Mauritius) Limited At the beginning of the year 1-Apr-19 440,275 0.83% - - Sale 24-Jan-20 Transfer (21,100) 419,175 0.79% Sale 31-Jan-20 Transfer (46,700) 372,475 0.71% Sale 13-Mar-20 Transfer (13,863) 358,612 0.68% Sale 20-Mar-20 Transfer (64,388) 294,224 0.56% At the end of the year 31-Mar-20 294,224 0.56%

Annual Report 2019-20 I 35 THYROCARE TECHNOLOGIES LIMITED

(v) Shareholding of Directors and Key Managerial Personnel:

S . Shareholding of each Directors and each Date Reason Shareholding at the Cumulative Shareholding No Key Managerial Personnel beginning of the year during the year No. of shares % of total No. of shares % of total shares shares 1 Dr. A. Velumani At the beginning of the year 1-Apr-19 14,809,317 28.05% Changes during the year - - At the end of the year 31-Mar-20 14,809,317 28.03% 2 Mr. A. Sundararaju At the beginning of the year 1-Apr-19 249,669 0.47% Changes during the year - - At the end of the year 31-Mar-20 249,669 0.47% 3 Mr. Gopalkrishna Shivaram Hegde At the beginning of the year 1-Apr-19 - - - - Changes during the year At the end of the year 31-Mar-20 - - - - 4 Mr. Vishwas Kulkarni At the beginning of the year 1-Apr-19 - - - - Changes during the year At the end of the year 31-Mar-20 - - - - 5 Dr. Neetin Desai At the beginning of the year 1-Apr-19 - - - - Changes during the year At the end of the year 31-Mar-20 - - - - 6 Miss. Amruta Velumani At the beginning of the year 1-Apr-19 752,512 1.43% - - Changes during the year - - - - At the end of the year 31-Mar-20 - - 752,512 1.42% 7 Dr. Indumati Gopinathan At the beginning of the year 1-Apr-19 - - - - Changes during the year - - - - At the end of the year 31-Mar-20 - - - - 8 Mr. Ramjee Dorai At the beginning of the year 1-Apr-19 33 0.00% - - Changes during the year - - - At the end of the year 31-Mar-20 - - 33 0.00% 9 Mr. N. Palanisamy* At the beginning of the year 1-Apr-19 - - - - Changes during the year - - - - At the end of the year 31-Mar-20 - - - -

* Ceased to be a Director as at the close of September 19, 2019.

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment. The Company has neither taken any Secured/Unsecured loans nor accepted any deposits during the financial year 2019-20.

36 I Annual Report 2019-20 Corporate Overview Statutory Reports Financial Statements

VI. reMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Name Dr. A. Velumani Mr. A. Sundararaju In ` Designation Chairman, Executive Director Managing Director & CFO & CEO 1 Gross salary (a) Salary as per provisions contained in section 17(1) of 12.00 60,00,000.00 60,00,012.00 the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - (c) Profits in lieu of salary under section 17(3) Income- tax - - - Act, 1961 2 Stock Option Nil Nil - 3 Sweat Equity Nil Nil - 4 Commission - - as % of profit Nil Nil - - others, specify Nil Nil - 5 Others, please specify - i) Leave Encashment - - - Total (A) 12.00 60,00,000.00 60,00,012.00 Ceiling as per the Act

B. remuneration to other Directors SN. Particulars of Remuneration Name of Directors In ` 1 Independent Directors Mr. G.S. Mr. Dr. Neetin Mr. Dr. Total Hegde Vishwas Desai N.Palanisamy* Indumati Amount Kulkarni Gopinathan Fee for attending board committee 1,90,000.00 1,60,000.00 40,000.00 30,000.00 70,000.00 4,90,000.00 meetings Commission Nil Nil Nil Nil Nil Others, please specify Nil Nil Nil Nil Nil Total (1) 1,90,000.00 1,60,000.00 40,000.00 30,000.00 70,000.00 4,90,000.00 2 Other Non-Executive Directors Fee for attending board committee Nil Nil Nil Nil Nil meetings Commission Nil Nil Nil Nil Nil Others, please specify Nil Nil Nil Nil Nil Total (2) - - - - - Total (B)=(1+2) 1,90,000.00 1,60,000.00 40,000.00 30,000.00 70,000.00 4,90,000.00 Total Managerial Remuneration Overall Ceiling as per the Act

* Ceased to be a Director as at the close of September 19, 2019.

Annual Report 2019-20 I 37 THYROCARE TECHNOLOGIES LIMITED

C. remuneration to Key Managerial Personnel other than MD/Manager/WTD SN. Particulars of Remuneration Name of Key Managerial In ` Personnel Name Ramjee Dorai Designation Company Secretary & Total Amount Compliance Officer 1 Gross salary 27,58,515.00 27,58,515.00 (a) Salary as per provisions contained in section 17(1) of the - - Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - (c) Profits in lieu of salary under section 17(3) Income- tax Act, - - 1961 2 Stock Option 4,49,626.00 4,49,626.00 3 Sweat Equity - - 4 Commission - - - as % of profit - - - others, specify - Bonus 35,986.00 35,986.00 5 Others, please specify - - Total 32,44,127.00 32,44,127.00

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type Section of the Brief Details of Penalty Authority [RD / Appeal made, Companies Act Description / Punishment/ NCLT/ COURT] if any (give Compounding fees Details) imposed A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Nil Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding

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

Dr. A. Velumani Place: Navi Mumbai (Chairman, Managing Director & CEO) Date: 23-05-2020 DIN: 00002804

38 I Annual Report 2019-20 Thyrocare·� Think Thyroid. Think Thyrocare. I

COMMITTEE MEETINGS

Number of meetings held 12 (In continuation of 10 given in the Form)

Attendance Total Number of Numbers of Members as on %of S. No. Typeof Meeting Date of Meeting members the date of the attendance attended meetin2 Risk Management 11 01/02/2020 3 3 100.00 Committee Meeting Independent Directors' 12 01/02/2020 4 4 100.00 Meeting - For Thyrocare Technologies Limited

✓- .._

Thyrocare Technologies Limited

9 0-37/1, TTC MIDC, Turbhe, Navi Mumbai -400 703, India © 022- 3090 0000 / 4125 2525 � [email protected] (@ www.thyrocare.com (CIN: L85110MH2000PLC123882) I

Thyrocare· Think Thyroid. Think Thyrocare.

21 'IN30016710096626 Mega International Commercial 16000 Foreign Portfolio I Bank Co. Ltd. In Its Capacity As Investors (Corporate) Master Custodian Of Taishin India Fund 22 'IN30016710081087 Mv Seif Mauritius 55556 Foreign Portfolio Investors (Corporate) 23 'IN303 l 7320003324 Nalanda India Equity Fund Limited 3366371 Foreign Portfolio Investors (Corporate) 24 'IN30016710121965 New Horizon Opportunities Master 2200000 Foreign Portfolio Fund Investors (Corporate) 25 'IN30 I 52430043315 Old Well Emerging Markets Master 400620 Foreign Portfolio Fund, L.P. Investors (Corporate) 26 'IN30152430043307 Old Well Partners Master Fund, L.P. 35526 Foreign Portfolio Investors (Corporate) 27 'IN30016710031513 Spdr S And P Emerging Asia 47061 Foreign Portfolio Pacific Etf Investors (Corporate) 28 'IN30016710031520 Spdr S And P Emerging Markets Etf 50943 Foreign Portfolio Investors (Corporate) 29 'IN30016710160628 Symmetry Canadian Equity Fund 12700 Foreign Portfolio Investors (Corporate) 30 'IN30005410025384 T.A. World Ex U.S. Core Equity 5937 Foreign Portfolio Portfolio Of Dfa Investment Investors (Corporate) Dimensions Group Inc. 31 'IN30005410013268 The Emerging Markets Small Cap 72894 Foreign Portfolio Series Of The Dfa Investment Trust Investors (Corporate) Company 32 'IN30152430035748 Ubs Fund Management 52200 Foreign Portfolio (Switzerland) Ag On Behalf Of Sihl Investors (Corporate) Institutional Fund - Aktien Emerging Markets -,-, .) .) 'IN30134820042747 Universal Golden Fund 24224 Foreign Portfolio Investors (Corporate) 34 'IN30005410074905 World Ex U.S. Core Equity 4402 Foreign Portfolio Po11folioOf DfaInvestment Investors (Corporate) Dimensions Group Inc. TOTAL 8536638

For Thyrocare Technologies Limited,

Ramjee Dorai Company Secretary & Compliance Officer

Thyrocare Technologies Limited

9 D-37/1, TTC MIDC, Turbhe, Navi Mumbai - 400 703, India © 022- 3090 0000 I 4125 2525 � [email protected] (@ www.thyrocare.com (CIN: L85110MH2000PLC123882) I