Invicta Diagnostic Ltd Directors Report

Invicta Diagnostic Private Limited

Your directors have pleasure in presenting the l^sl Annual Report together with the Audited Statement of Accounts of your Company for the financial Year, ended March 31, 2024.

1. FINANCIAL SUMMARY:

The Companys financial performance for the financial year ended March 31, 2024 is summarised as below:

(Amount in Rs. in lakhs)

Since this being the First Year of the Company, previous year figures have not been provided.

Standalone Performance

During the year under review, your Company generated revenue of Rs. 349.63 Lakhs. Profit before tax for the year is Rs. 242.41 Lakhs and Net Profit is Rs. 240.02 lakhs.

Consolidated Performance

During the year under review, your Company generated consolidated revenue of Rs. 799.45 Lakhs. Profit before tax for the year is Rs. 268.87 Lakhs and Net Profit is Rs. 268.87 lakhs

2. STATE OF AFFAIRS / HIGHLIGHTS:

• The Company is engaged in the business of Medical and Diagnostic.

• There has been no change in the business of the Company during the financial year ended March 31, 2024.

3. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website i.e. https://www.pcdiaLnostics.in and annual return of Company has been published on such website. Link of the same is httns:/Avww.ncdiagnoslics.in/investors-info/annual-retums

4. MEETINGS OF BOARD OF DIRECTORS:

Eleven Board Meetings were held during the Financial Year ended March 31, 2024 i.c.

01.12.2023, 04.12.2023, 18.12.2023, 12.01.2024, 15.01.2024, 28.02.2024, 11.03.2024,

19.03.2024, 22.03.2024, 26.03.2024 and 29.03.2024. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings are as under:

5. DETAILS IN RESPECT OF FRAUD:

The Auditors Report doesnt contain any information in relation to fraud.

6. BOARDS COMMENT ON THE AUDITORS REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

7. MATERIAL CHANGES AND COMMITMENTS:

The following material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report and their impact on financial position of the company is not determinable.

• Bonus Issue 82,86,390 Equity shares of Rs. 10/- aggregating Rs. 8,28,63,900 /-

• Members at its meeting held on 20.04.2024 approved conversion of Private Limited

Company into Public Limited Company which is yet to be approved by the Registrar of Companies, Mumbai. Rs

8. CHANGE IN DIRECTORSHIP:

During the year under review following changes occurred in the Directorship

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arms length basis and its details are enclosed in Form AOC-2.

11. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and on general meeting issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

12. PARTICULARS OF LOANS AND INVESTMENT:

The Company has made any investments in LLPs and partnership firm and details of the same has given in Notes 9 to Financial Statements. The Company has not given loan, provided guarantees, or provided securities during the financial year under review.

Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013.

13. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the financial year under review except reserve created for change in method of depreciation amounting to Rs. 2,24,49,552.

14. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and companys expansion plans, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts arc made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

•Steps taken by company for utilizing alternate sources of energy: NIL •Capital investment on energy conservation equipments: NIL

B. Foreign Exchange earnings and Outgo

16. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

17. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH"):

Our Company has always believed in providing a safe and harassment free workplace for every ‘ individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undcsircd behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there was NIL complaints recorded pertaining to sexual harassment.

18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES: SUBSIDIARY COMPANIES

Your Company has the following five (4) subsidiaries (including step down subsidiaries) as on March 31, 2024.

1. PCD Diagnostics LLP

2. Primacare Healthcare LLP

3. Pratham MRI and CT Scan Centre

4. Invicta Medical LLP

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

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

Our Company does not have any Associate Company or Joint Venture as on March 31, 2024. None of the Companies have become or ceased to become subsidiary, associate and joint ventures during the year under review.

The Company has placed separately, the audited accounts of its subsidiaries on its website at lmps://\uw.pcdiagnostics.in/investors-info/subsidiarv-financials in compliance with the provisions of Section 136 of the Companies Act, 2013. Audited financial statements of the Companys subsidiaries will-be provided to the Members, on request. The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www.r)cdiagnostics.in/investors-info/cornorate-nolicies

19. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. AUDITOR:

Auditors of the Company M/s Kanak Rathod and Company having their office at Flat No. 203, New Swapnalok CMS Ltd, Natakwala Lane, Borivali West, Mumbai 400092 and bearing Firm Registration No. 104700W hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of 6th Annual General Meeting of the company to be held in the Year 2029-30.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Kanak Rathod and Company to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

21. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Kanak Rathod and Company. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31,2024 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the 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.

d) The Directors have prepared the annual accounts on a going concern basis.

c) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

0 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.

22. DEPOSITS:

The company has not accepted any deposits during the financial year under review.

23. CORPORATE SOCIAL RESPONSIBILITY:

Provisions related to Corporate Social Responsibility is not applicable to the Company.

24. COST RECORD AND AUDIT:

The provision of Cost audit and its record as per section 148 doesnt applicable on the Company.

25. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Provisions of Whistle Blower Policy are not applicable to the Company.

27. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

Provisions pertaining to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 arc not applicable to the Company.

28. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS:

Company being private limited company provisions pertaining to annual evaluation of the performance of the board, its committees & of individual directors are not applicable to the company

29. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016:

No application has been made or any proceeding is pending under the 1BC, 2016.

ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.