Chandan Healthcare Ltd Directors Report

To,

The Members,

"Your Directors have great pleasure in presenting to you the 22^nd Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31^st March 2025. We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together. The Board of Directors hereby submits the report of the business and operations of Chandan Healthcare Limited ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2025 along with the reports of the Auditors thereon."

FINANCIAL YEAR 2024-25 AT GLANCE

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	12,916.42	9,987.48	23,012.08	17,659.01
Other Income	131.03	99.57	205.14	122.18
Total Income	13,047.45	10,087.05	23217.22	17,781.19
Less: Total Expenses before Depreciation, Finance Cost and Tax	9,231.83	7,443.55	18,878.74	15,019.49
Profit before Depreciation, Finance Cost and Tax	3,815.62	2,643.50	4,338.48	2,761.70
Less: Depreciation	642.24	336.07	674.48	340.40
Less: Finance Cost	356.83	211.28	457.53	275.23
Profit Before Extraordinary & Exceptional Items and Tax	2 ,816.55	2,096.15	3206.47	2,146.07
Less: Extraordinary & Exceptional Items	-	-	-	-
Profit before tax	2 ,816.55	2,096.15	3206.47	2,146.07
Less: Current Tax	700.14	490.68	830.58	510.56
Less: Earlier Years Tax	-	-	-	-
Less: Deferred tax Liability (Asset)	38.61	3.82	24.34	(0.07)
Profit after Tax	2 ,077.80	1601.65	2351.55	1635.58

The Total Revenue for the year ended, March 31, 2025 was INR 13,047.45 lakhs as compared to INR 10,087.05 lakhs during the previous year ended March 31, 2024. The Profit after tax for the year ended March 31, 2025 was INR 2 ,077.80 lakhs as compared to INR 1 ,601.65 lakhs.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor-made services for its customers.

The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section

133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

DIVIDEND

The Company is in the growth phase and expanding organically as well as inorganically. In order to save the profit earned during the year for future expansion of the Company, your directors do not recommend any dividend for the financial year ended March 31, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-2025.

TRANSFER TO RESERVE

The Board has decided to retain the entire profit for the year under review in the Statement of Profit & Loss, and no amount has been transferred to any reserve

BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS

There is no change in company affairs or business by the company during the period under review.

However, during the year Company has registered an increase in the overall sales, for future years company has target to increase the sales growth rate and will concentrate more on profitable projects deriving more value for the shareholders.

For this purpose, Company is planning for both vertical and horizontal expansions.

Company has already contracted with hundreds of small labs to perform test for them with latest technology and equipment.

Company is constantly improving its service quality to deliver best services and welcome suggestions from its patients through its patient feedback program.

Company has in-house team of experts who constantly work towards quality enhancements through application of latest quality controls of the industry.

CHANGE IN NAME AND STATUS OF THE COMPANY

The application for change of the Corporate Identification Number (CIN) has been filed with the Registrar of Companies (RoC) and the change is pending approval, to take effect upon the listing of the Companys equity shares on the NSE Emerge platform on February 17, 2025.

INITIAL PUBLIC ISSUE (IPO)

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 67,52,000 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price band of Rs 159/- per shares aggregating to 10,698.84 Lakhs which was oversubscribed by 7.04 times. The issue was opened for subscription on February 10, 2025 and closed on February 12, 2025. The allotment for Chandan Healthcare Limited IPO was finalized on Thursday, February 13, 2025. The shares got listed on NSE Emerge (SME) platform on February 17, 2025.

The Issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company.

STATEMENT OF DEVIATION(S) OR VARIATION(S)

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated February 12, 2025, in respect of the Initial Public Offering of the Company.

During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.

Total IPO Proceeds (Allocated):
Setting up of a new Flagship Diagnostic Centre in Jankipuram, Lucknow, Uttar Pradesh.	3281.58
Setting up of a new Central Reference laboratory at Ayodhya, Uttar Pradesh	710.23
Setting up of a new Central Reference laboratory at Ashiyana, Lucknow, Uttar Pradesh.	710.11
General corporate purposes	1698.19
Issue Expenses	670.27
Total net proceeds of IPO	7070.38
Statement of Utilization: (till 31.03.2025)
Setting up of a new Flagship Diagnostic Centre in Jankipuram, Lucknow, Uttar Pradesh.	490.6
Setting up of a new Central Reference laboratory at Ayodhya, Uttar Pradesh	216.07
Setting up of a new Central Reference laboratory at Ashiyana, Lucknow, Uttar Pradesh.	629.41
General corporate purposes	1480.05
Issue Expenses	637.52
Total	3453.65

DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreement for dematerialization of equity shares with the KFin Technologies Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the share of the Company held in demat form represents 98.75% of the total issued and paid- up capital of the Company.

The Company ISIN No. is INE0B2N01016.

M/s. KFin Technologies Limited act as the Registrar and Share Transfer Agent of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the period after the close of the financial year and up to the date of this Report, the following material event has occurred which has a bearing on the financial position of the Company:

The Company successfully completed its Initial Public Offer (IPO) of 67,52,000 equity shares of face value of S10/- each at a price of S159/- per equity share (including premium), comprising an Offer for Sale (OFS) of 22,99,936 equity shares aggregating to ^3,656.90 Lakhs.

The Issue was fully subscribed by the public and the allotment of equity shares was completed on 13th February, 2025. Post the IPO, the equity shares of the Company are listed on the SME Platform of National Stock Exchange of India Limited (NSE EMERGE), thereby enhancing the Companys visibility, corporate governance framework, and access to capital markets.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Authorized Share Capital of the Company has been increased, and consequently, the capital clauses of the Memorandum of Association were amended by the shareholders;

SI. Date of Extra-ordinary General Meeting	Increased in Auth	orized Capital
No.	From	To
1 August 13, 2024	24,00,00,000	25,00,00,000

SUBSIDARIES

During the Financial Year 2024-25, no company has newly become or ceased to be a Subsidiary or Associate of your Company except as provided below.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2024-25:

S. No Name	Status Subsidiary z/JV/ Associate company	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
1 Indra Diagnostic Centre & Blood Bank Limited	Subsidiary Company	30/06/2017	-
2 Chandan Diagnostic Limited	Subsidiary Company	31/03/2017	-
3 Chandan Pharmacy Limited	Subsidiary Company	26/02/2022	-

SHARE CAPITAL

1. Authorized Capital

The Authorized share Capital of the Company, as at closure of financial year 2024-25, was INR 2,500.00 Lakhs divided into 2,50,00,000 Equity Shares of INR 10.00 each.

2. Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2024-25, was INR 2,445.21 Lakhs divided into 2,44,52,064 Equity Shares of INR 10 each.

Issued, Subscribed & Paid-up share Capital was increased from INR. 200,000,000 divided into 20,000,000 equity shares of INR.10/each to INR. 24,45,20,640 divided into 2,44,52,064 equity shares of INR.10/ each.

During the year under review, following changes took places in paid-up capital of the Capital:

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Rights Issue:

During the year under review, there was no Right issue of shares by the company.

d. Bonus Issue:

Company has not issued any Bonus Shares during the year under review.

e. Initial Public Offer (IPO):

The Company came up with an Initial Public Offer of 67,52,000 equity shares of INR 10.00 each at a price band of INR 159.00 per equity shares comprising offer for sale (OFS) of 22,99,936* Equity Shares of face value of g 10 each aggregating g 3,656.90 Lakhs. The said 67,52,000 equity shares were successfully subscribed by the public and Company has made allotment of equity shares on February 13, 2025.

The entire Paid-up Equity shares of the Company were then listed at Emerge Platform of National Stock Exchange of India Limited.

BOARD MEETING

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 19 (Nineteen) times, viz

Month	No. of Meetings held	Dates
April 2024	1	5 APRIL
May 2024	0	-
June 2024	1	1 JUNE
July 2024	1	1 JULY
August 2024	4	12 AUGUST, 19 AUGUST, 22 AUGUST, 26 AUGUST
September 2024	3	12 SEPTEMBER, 24 SEPTEMBER, 28 SEPTEMBER,
October 2024	1	18 OCTOBER
November 2024	0	-
December 2024	0	-
January 2025	2	09 JANUARY, 10 JANUARY
February 2025	5	1 FEBRUARY, 4 FEBRUARY, 12 FEBRUARY, 13 FEBRUARY, 20 FEBRUARY
March 2025	1	27 MARCH

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. A total of 17 (Seventeen) Board Meetings were held prior to the Listing, and a total of 02 (two) Board Meetings were held post Listing of the Company.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (ICSI), the attendance of Directors at Board meetings held during the financial year 2024-25 are as under:

SI. No. Name of Director	No. of Board Meeting attended
1 Mr. Amar Singh	19
2 Mr. Vinay Lamba	19
3 Mrs. Asmita Singh	19
4 Mr. Rishi Bhushan Kalia	1
5 Mr. Sandeep Kumar Saraswat	1
6 Mr. Amit Gupta	3
7 Mr. Vinod Jain	3
8 Mr. Brahma Nand Bhartiya	3

GENERAL MEETING

During the year under review, the following General Meeting were held:

SI. No. Type of Meeting	Date of Meeting	Total Number of members entitled to date attend meeting	Attendance
			Number of members Attended	% of attendance
1. EGM	29 APRIL 2024	58	46	79.31
2. EGM	13 AUGUST 2024	58	46	79.31
3. AGM	20 SEPTEMBER 2024	58	48	82.76

MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, 2 (two) meeting of Independent Directors were held without the presence of the Executive Directors or Management Personnel on 16th April 2024 and 20th January 2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

SI. No. Date of Independent Directors Meeting	Total Number of Members associated as on the date of meeting	Attendance
		Number of members Attended	% of attendance
1. 16th April 2024	2	2	100
2. 20th January 2025	3	3	100

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of two Managing Director, one non- Executive Director and Three Non-Executive Independent Directors, one among them is a women director.

During the year under review, following changes took place in the constitution of the Board of Directors;

Name	Date of Change	Date of Approval by the Board	Date of Approval by the Shareholders	Nature of Change
Vinay Lamba	1 July, 2024	1 July, 2024	n/a	Executive to Nonexecutive Director
Rishi Bhushan Kalia	12 August, 2024	12 August, 2024	13 August, 2024	Resignation from the post of Independent Director
Sandeep Kumar Saraswat	12 August, 2024	12 August, 2024	13 August, 2024	Resignation from the post of Independent Director
Amit Gupta	12 August, 2024	12 August, 2024	13 August, 2024	Appointment as an Independent Director
Brahma Nand Bhartiya	12 August, 2024	12 August, 2024	13 August, 2024	Appointment as an Independent Director
Vinod Jain	12 August, 2024	12 August, 2024	13 August, 2024	Appointment as an Independent Director

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Amar Singh (Managing Director), Mrs. Asmita Singh (Managing Director), and Mr. Vinay Lamba (Non-Executive Director) are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for reappointment. They have consented to act as Directors, if so re-appointed.

Further,

* Effective 1st July 2024, Mr. Vinay Lambas designation was changed to Non-Executive Director.

* Effective 12th August 2024, Mr. Amit Gupta, Mr. Brahma Nand Bhartiya, and Mr. Vinod Jain were appointed as Independent Directors of the company.

* Effective 12th August 2024, Mr. Sandeep Kumar Saraswat and Mr. Rishi Bhushan Kalia resigned as Independent Directors of the company.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year under review and as of the date of this report, the Company has Mr. Amar Singh and Mrs. Asmita Singh serving as Managing Directors, and Mr. Rajeev Nain serving as the Chief Financial Officer, Company Secretary, and Compliance Officer. All of them are designated as Key

Managerial Personnel in compliance with Section 203 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had three Non-Executive Independent Directors in line with the Companies Act, 2013. Further, all of the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank.

Separate meetings of Independent Directors were held on April 16, 2024, and January 20, 2025, to review the performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairperson of the Company, including the assessment of the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www. chandandiagnostic.com.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

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 familiarization 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 Companys website www.chandandiagnostic.com.

Accordingly, the Company has taken on record the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfil the conditions specified in the Act and Rules made thereunder.

COMMITTEES OF BOARD

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated August 26, 2024

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS

Pursuant to an IPO, in addition to the applicable provisions

of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

1. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting

During the Financial Year under review, five (5) meetings of the members of the Audit Committee were held. The meetings took place on April 4, 2024; August 18, 2024; September 12, 2024; December 30, 2024; and January 30, 2025.

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Amit Gupta	Independent Director	Chairman	4	4	4
Brahma Nand Bhartiya	Independent Director	Member	4	4	4
Vinod Jain	Independent Director	Member	4	4	4
Amar Singh	Managing Director	Member	5	5	5
Rishi Bushan Kalia	Independent Director	Chairman	1	1	1
Sandeep Kumar Saraswat	Independent Director	Member	1	1	1

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

During the Financial Year under review 3 (Three) meetings of the members of the Nomination and Remuneration Committee were held. The dates on which the said meetings were held on June 29, 2024, August 09, 2024, and December 23, 2024:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Rishi Bhushan Kalia	Independent Director	Chairman	2	2	2
Sandeep Kumar Saraswat	Independent Director	Member	2	2	2

 

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Hari Shanker Dixit	Non-Executive Director	Member	2	2	2
Amar Singh	Director	Member	2	2	2
Amit Gupta	Independent Director	Member	1	1	1
Brahma Nand Bhartiya	Independent Director	Chairman	1	1	1
Vinod Jain	Independent Director	Member	1	1	1
Vinay Lamba	Non-Executive Director	Member	1	1	1

Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

3. Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, nonreceipt of dividend/notices/annual reports, etc.

During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committee was held. The dates on which the said meetings were held on March 26, 2025:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Vinay Lamba	Non-Executive Director	Chairman	1	1	1
Amar Singh	Managing Director	Member	1	1	1
Brahma Nand Bhartiya	Independent Director	Member	1	1	1
Vinod Jain	Independent Director	Member	1	1	1

4. Corporate Social Responsibility Committee*

During the Financial Year under review 2 (Two) meetings of the members of the Corporate Social Responsibility Relationship Committee were held. The dates on which the said meetings were held on August 27, 2024, and February 21, 2025:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Amar Singh	Managing Director	Chairman	2	2	2
Brahma Nand Bhartiya	Independent Director	Member	2	2	2
Vinay Lamba	Non-Executive Director	Member	2	2	2

* The Corporate Social Responsibility Committee is reconstituted, effective August 26, 2024. During the year under review the following changes took place on the Committees of Board:

Audit Committee
Existing members	Revised members	Date of Change
1. Amar Singh (Managing Director)	1. Amit Gupta (Independent Director (Chairperson)	26.08.2024
2. Sandeep Kumar Saraswat (Independent Director)	2. Brahma Nand Bhartiya Independent Director (Member)
3. Rishi Bhushan Kalia (Independent Director	3. Vinod Jain Independent Director (Member) 4. Amar Singh Managing Director (Member)

 

Nomination & Remuneration Committee
Existing members	Revised members	Date of Change
1. Amar Singh (Managing Director)	1. Brahma Nand Bhartiya (Independent Director (Chairperson)	26.08.2024
2. Hari Shankar Dixit (Non-executive Director)
	2. Amit Gupta Independent Director (Member)
3. Sandeep Kumar Saraswat (Independent Director)	3. Vinod Jain Independent Director (Member)
	4. Vinay Lamba Non-Executive Director (Member)
4. Rishi Bhushan Kalia (Independent Director)

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://chandandiagnostic.com/.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of their own performance, as well as the evaluation of the work of Boards Committees was undertaken.

The following evaluation process were as follows:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each director was satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

d. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder, the Company is required to maintain cost records as specified under Section 148(1) of the Act. However, the requirement of cost audit is not applicable to the Company for the financial year 2024-25.

a. In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. The Directors 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 or loss of the Company for that year;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e. The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

g. The Board confirms that the cost records have been prepared, reviewed, and approved as per applicable Cost Accounting Standards and are adequate for audit.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. MSNT & Associates LLP, Chartered Accountants (FRN: 018542C), were appointed as the Statutory Auditors of the Company for a period of five consecutive years, to hold office from April 1, 2023, until March 31, 2028.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditors Report for the financial year ended on March 31, 2025 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are selfexplanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

INDEPENDENT AUDITORS REPORT

The Statutory Auditors Report for the Financial Year 202425 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed m/s Umesh Kumar & Associates (FRN: I2009DE661900, Membership No. 21567, CP No. 8361 & PR No. 1895/2022), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY 202425. The Secretarial Audit Report for FY 2024-25 is annexed herewith marked as "Annexure I" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

INTERNAL AUDITORS

The Company was listed on February 17, 2025 and the provisions in respect of Internal Audit became applicable only from that date. The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s Renu Agrawal& Co. (FRN No. 018547C), as Internal Auditor for the FY 2024-25.

COST AUDITORS

In accordance with Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and get them audited for certain products/services.

Rahul Jain & Associates Cost Accountants, Ghaziabad (Firm Registration No. 101515 were appointed as Cost Auditors of the Company for the FY 2024-2025 to conduct the audit of cost records in terms of section 148(3) read with Companies (Audit and Auditors) Rules 2014.

COST AUDITORS REPORT HIGHLIGHTS

Pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder, the Company is required to maintain cost records as specified under Section 148(1) of the Act. However, the requirement of cost audit is not applicable to the Company for the financial year 2024-25.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2025 is available on the Companys website and can be accessed at www.chandandiagnostic.com.

RISK MANAGEMENT

The Company is not required to form a Risk Management Committee. However, the Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken by including identification of elements of risk and measures to control them.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made, or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2024-25.

DISCLOSURE ON RELATED PARTYS TRANSACTIONS

All Related Party transactions that were entered into during the FY 2024-2025 were on arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All the related party transactions are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https:// chandandiagnostic.com.

Since, all the related party transactions that were entered into during the financial year 2024-2025 were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-II"

The details of the transaction with related parties are provided in the notes to accompanying financial statements.

CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-2025.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

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

The details of conservation of energy, technology absorption, 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 annexed herewith as "Annexure-III" and the same forms part of this report.

RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Policy further contains risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are made as may be necessitated.

CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

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

CORPORATE SOCIALRESPONSIBILITY

Your Companys CSR initiatives align with the core purpose afore stated by prioritizing in areas of skilling, education, and environment sustainability. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors Report as Annexure IV.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in a manner approved by the Board for FY 2025

The CSR policy is hosted on the Companys website at www.chandandiagnostic.com.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees

of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at www. chandandiagnostic.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 202425

There were no instances of reporting under the Whistle Blower.

The Whistle Blower Policy of the Company is available on the website of the Company at www.chandandiagnostic. com.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is displayed on the Companys website at www.chandandiagnostic.com.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF REPORTING OF FRAUD BY AUDITOR

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Companys assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.

Theyhave been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India &

the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

There were no unclaimed or unpaid deposits as on 31st March, 2025.

LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2024-2025 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2024-2025.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as "Annexure - V".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - VI".

DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, issued by The Institute of Company Secretaries of India have been duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VII and forms part of this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the 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, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

POLICY AGAINST SEXUAL HARASSMENT

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

SEXUAL HARASSMENT POLICY

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

The details of the complaints received during the year under review were as follows:

No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all rules and amendments made thereunder, during the financial year ended March 31, 2025.

EMPLOYEE DEMOGRAPHICS DISCLOSURE

As on March 31, 2025, the employee strength of the Company was as follows:

The above figures include all permanent employees of the Company as on the year-end.

Gender	No. of Employees
Male	867
Female	325
Transgender	0
Total	1192

WEBSITE OF THE COMPANY

Your Company maintains a website www. chandandiagnostic.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters

as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.

	For & On Behalf of Board of Directors
	Chandan Healthcare Limited
	Asmita Singh
	(Managing Director)
Date: 05.09.2025	DIN: 01098055
Place: -Lucknow