Nephro Care India Ltd Directors Report

Dear Members,

Nephro Care India Limited

Your directors have immense pleasure in presenting this 11^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

Your Company sustained a good performance during the FY 2024-25. The key highlights of the financial performance, as stated in the Audited Financial Statements, along with the corresponding performance for the previous year are as under:

(Amount in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	4,603.12	2,723.08
Other income	152.68	36.99
Total revenue	4,755.80	2,760.07
Finance Cost	11.01	8.51
Depreciation and amortization	246.01	52.75
Other Expenses	4,015.85	2,076.47
Total Expenses	4,272.87	2,137.74
Profit/(Loss) before Tax (excluding exceptional item)	482.93	622.33
Less: Tax Expenses	(119.04)	(172.10)
Profit After Tax (excluding exceptional item and from continuing operations)	363.89	450.24
Add: Prior Period Adjustments (net)	-	(9.10)
Profit/(loss) for the year after prior period adjustments	363.89	441.14
EPS (Basic)	2.38	3.80
EPS (Diluted)	2.38	3.80

2. STATE OF YOUR COMPANYS AFFAIRS

Nephro Care India Limited is a healthcare provider that specializes in the treatment of kidney- related diseases. Our team of experienced nephrologists and healthcare professionals are dedicated to provide our patients with the highest quality care and treatment. At Nephro Care India Ltd, we understand the challenges that come with managing kidney-related diseases. Thats why we offer holistic treatment plans tailored to meet the unique needs of each patient. Our state-of-the-art facilities are equipped with the latest technology and equipment to ensure that our patients receive the best care possible. Our mission at Nephro Care India Ltd is to improve the quality of life for our patients by providing them with the care and support they need to manage their kidney-related diseases and allied complications. We are committed to providing compassionate care and treating our patients with the respect and dignity they deserve. At Nephro Care India Ltd, our patients come first, and we strive to ensure that every patient receives the care they need to live a healthy and fulfilling life. At present our Company is listed on NSE Emerge Platform, In July 2024 our company successfully concluded an Initial Public Offering (IPO) of equity shares and Nephro Care India Limited holds the prestigious position in the industry. The equity shares of our company have since been listed on the NSE Emerge Platform.

The Company has earned Net Profit of C 363.89 Lakhs during the financial year 2024-25 as compared to the Net Profit of C 441.14 Lakhs during the previous financial year 2023-24. Your Directors are optimistic about companys business and hopeful of better performance with increase revenue in next year.

3. PERFORMANCE OF YOUR COMPANY

The total income of your Company is C 4,755.80 Lakhs during the financial year 2024-25 as against the total income of C 2,760.07 Lakhs in the previous financial year 2023-24. The total expenditure is C 4,272.87 Lakhs during the financial year 2024-25 as against 2,137.74 Lakhs in the previous financial year 2023-24. Your Company has earned Profit after Tax of C 363.89 Lakhs during the financial year 2024-25 as against earned profit after Tax of C 441.14 Lakhs in the previous financial year 2023- 24.

4. DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the expansion of business of your Company, the Board of Directors of your Company has decided not to recommend any dividend for the financial year ended March 31, 2025. There has been transfer to general reserves of an amount of C 363.89 Lakhs.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in your Companys nature of business.

6. CONVERSION OF STATUS OF YOUR COMPANY FROM UNLISTED TO LISTED

During the period under review, the status of your Company was converted from ‘Unlisted to ‘Listed as Company got listed on SME Emerge Platform of National Stock Exchange w.e.f. 5^th July, 2024.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There was no material change and commitment affecting the financial position of your Company that occurred in between the financial year ended on March 31, 2025 and the date of this report.

8. SHARE CAPITAL

During the period under review, there has been change in the Share Capital of your Company.

A) AUTHORISED SHARE CAPITAL

TheAuthorisedShareCapitalofyourCompanyis20,00,00,000 (Rupees Twenty Crore only) divided into 2,00,00,000 Equity Shares of 10/- each.

B) PAID UP SHARE CAPITAL

The paid up share capital of the Company is C 16,48,64,000 (Rupees Sixteen Crore Forty-Eight Lakh and Sixty-Four Thousand only) divided into 1,64,86,400 equity share of C10/- each.

During the period under review, your Company had issued shares by way of below mentioned Allotments:

Type of Issue	Date of Allotment	Type of Shares	No. of Shares Allotted	Face Value (in D )	Share Premium amount (in D )
1 Initial Public Offer (IPO)	July 3, 2024	Equity	45,84,000	C 10/-	C 80/-

9. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Company had announced Initial Public Offer of 45,84,000 equity shares of C 10/- each at a price of C 90/- per equity share, aggregating to C 4125.60 Lakhs. The issue was open for subscription from Friday, 28^th June, 2024 to Tuesday, 2^nd July, 2024. Pursuant to the IPO 45,84,000 equity shares were issued and allotted on Wednesday, 3^rd July, 2024 to the public.

10. LISTING

The Equity Shares of your Company are listed on SME Emerge Platform of NSE Limited w.e.f. 5^th July, 2024.

11. PUBLIC DEPOSITS

During the financial year under review, the details relating to deposits, covered under Chapter V of the Act,

- accepted during the year: NA

- remained unpaid or unclaimed as at the end of the year: NA

- whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- NA

- at the beginning of the year: NA - maximum during the year: NA - at the end of the year: NA

- the details of deposits which are not in compliance with the requirements of Chapter V of the Act: NA

12. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual Return in Form MGT-7 has been uploaded on the website of the Company and can be accessed at https://www. nephrocareindia.com/.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) OF THE COMPANY

COMPOSITION

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and the SEBI Listing Regulations.

As at March 31, 2025, the Board of the Company comprises of 8 Directors and 3 KMPs, details of which are provided below:

Name	Designation	Date of Appointment	Date of cessation
1 Dr. PRATIM SENGUPTA	Managing Director	05/03/2024	NA
2 Dr. PRITAM SENGUPTA	Director	08/07/2014	NA
3 Ms. ALO SENGUPTA	Director	26/12/2023	NA
4 Mr. SAIKAT BISWAS	Director	26/12/2023	NA
5 Mr. SUDIP BARMAN	Director	26/12/2023	NA
6 Mrs. SUTAPA SEN	Director	26/12/2023	NA
7 Mr. SANDEEP SHRIDHAR GHATE	Director	19/07/2024	NA
8 Mr. DEBASHISH GHOSHAL	Director	19/07/2024	NA
9 Mr. TAPAS SAHA	CFO	01/10/2023	NA
10 Mr. ARNAB MAJUMDAR	COO	03/10/2023	NA
11 Mr. SOUGATA SENGUPTA	Company Secretary	09/03/2024	NA
12. Dr. PRATIM SENGUPTA	CEO	08/11/2024	NA
13. Mr. SOMNATH CHAKROBORTY	CEO	03/10/2023	30/09/2024

None of the Directors of your Company is disqualified as per the provisions of Section 164(2) of the Act. The Directors of your Company have made necessary disclosures, as required under various provisions of the Act.

ROTATION OF THE DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, two- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Dr. Sutapa Sen (DIN: 08672795) and Dr. Pratim Sengupta (DIN: 03501703), Directors of your Company will retire by rotation at the ensuing AGM, and being eligible, offers them self for re-appointment in accordance with provisions of the Act.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 10 (Ten) meetings were held by the Board of Directors viz, 09^th April, 2024, 06^th May, 2024, 20^th June, 2024, 24^th June, 2024, 02^nd July, 2024, 03^rd July, 2024, 19^th July, 2024, 20^th August, 2024, 08^th September, 2024 and 12^th February, 2025.

Further, the intervening gap between the Meetings was within the period prescribed under the Act. Details of attendance of Directors in Board Meetings held during the financial year 2024- 25 are as under:

Name of the Director	DIN No.	Attendance particulars in Board Meetings
1. Dr. PRATIM SENGUPTA	03501703	10
2. Dr. PRITAM SENGUPTA	06795012	9
3. Ms. ALO SENGUPTA	01264313	7
4. Mr. SAIKAT BISWAS	01326919	10
5. Mr. SUDIP BARMAN	01982851	7
6. Dr. SUTAPA SEN	08672795	9
7. Mr. SANDEEP SHRIDHAR GHATE	00682959	4
8. Mr. DEBASHISH GHOSHAL	03040937	4

FORMAL ANNUAL EVALUATION OF THE BOARD

The formal annual evaluation of the performance of the board and that of its committees has been carried out through a structured evaluation process covering various aspects of the boards functioning such as the Board structure & composition, effectiveness of the Board process, information flow & functioning, quality of relationship between the board and the Management, establishment, and delineation of the responsibilities to Committees etc. The performance of Individual Directors was evaluated on parameters such as professional conduct, performance of duties, role and functions, contribution to the Board / Committee etc. by self – evaluation process. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committee with your Company.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent Directors are applicable to your Company for the financial year ending March 31, 2025.

The Board, after undertaking due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Companies Act, 2013 was of the opinion that the Independent Directors meet the criteria of independence, are independent from Management and have necessary integrity, expertise, skills and experience required for their appointment as Independent Director.

14. COMMITTEES COMPOSITION AND THEIR MEETINGS

AUDIT COMMITTEE:

During the financial year under review, 5 (Five) meetings were held by the Audit Committee viz, 09^th April, 2024, 6^th May, 2024, 20^th August, 2024, 08^th November, 2024 and 12^th February, 2025. Further, the intervening gap between the Meetings was within the period prescribed under the Act. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Director	Designation in the Committee	Attendance particulars in Meetings
Mr. Saikat Biswas	Chairman	5
Ms. Alo Sengupta	Member	5
Dr. Pritam Sengupta	Member	5

NOMINATION AND REMUNERATION COMMITTEE:

During the financial year under review, four (4) meetings were held by the Nomination and Remuneration Committee viz, 6^th May, 2024, 20^th August, 2024, 08^th November, 2024 and 12^th February, 2025. Further, the intervening gap between the Meetings was within the period prescribed under the Act. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Director	Designation in the Committee	Attendance particulars in Meetings
Mr. Saikat Biswas	Chairman	4
Ms. Alo Sengupta	Member	4
Dr. Pratim Sengupta	Member	4

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year under review, three (3) meeting was held by the Stakeholders Relationship Committee viz, 6^th May, 2024, 20^th August, 2024 and 08^th November, 2024. Further, the intervening gap between the Meetings was within the period prescribed under the Act. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Director	Designation in the Committee	Attendance particulars in Meetings
Mr. Saikat Biswas	Chairman	3
Ms. Alo Sengupta	Member	3
Mr. Sudip Burman	Member	3

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of energy- NA i. the steps taken or impact on conservation of energy; ii. the steps taken by your Company for utilising alternate sources of energy; iii. the capital investment on energy conservation equipments;

B. Technology absorption-NA i. the efforts made towards technology absorption; ii. the benefits derived like product improvement, cost reduction, product development or import substitution; iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-- the details of technology imported; - the year of import; - whether the technology been fully absorbed; - if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and - the expenditure incurred on Research and Development.

C. Foreign exchange earnings and Outgo: -

The details of earnings and outgo in Foreign Exchange during the financial year ended March 31, 2025 are as follows:

- Earnings: Nil

- Outgo: Nil

16. COMPLIANCES OF SECRETARIAL STANDARDS

During the Financial Year, your Company has duly complied with all the requirements as laid down in the applicable Secretarial Standards.

17. LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company did not grant any loan or provide any guarantee as per the provisions of section 186 of the Companies Act, 2013.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representation as provided to the Board by the management, confirm that:

a. in the preparation of the Annual Financial Statements for the _nancial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had 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 your Company as on March 31, 2025, and of the profit & loss of your Company for the year under review;

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 your Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the Annual Financial Statements for the financial year ended March 31, 2025 on a ‘going concern basis;

e. The directors have devised proper system to ensure compliance with the provisions of all the provisions of all applicable laws and that such system was adequate and operating effectively.

19. AUDITORS AND AUDIT REPORTS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s K.K. Chanani & Associates, Chartered Accountant (Firm Registration No. 322232E), were re-appointed as the Statutory Auditor of the Company by members of the Company for a tenure of five years from the conclusion of Annual General Meeting ("AGM") held in the year 2024 till the conclusion of the AGM to be held in the year 2029.

STATUTORY AUDITORS REPORT

The Statutory Auditors Report does not contain any qualification, reservation, or adverse remark. Further, the observations of the Auditors in their report read together with the Notes to Financial Statements are self-explanatory and therefore, in the opinion of the Board of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR AND ITS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed Saptasikha & Co, Company Secretary (PRC No. 3829/2023), to undertake the Secretarial Audit of your Company for the Financial Year 2024- 25.

The Report of the Secretarial Audit Report is furnished herewith in Annexure A, does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

M/s. M Dutta & Associates, Chartered Accountants were the Internal Auditors of the Company for the financial year 2024-2025.

COST AUDITORS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.

20. RELATED PARTY TRANSACTIONS

During the financial year 2024-2025, all the transactions with related parties were entered into at arms length basis and in the ordinary course of business.

21. RISK MANAGEMENT POLICY

Your Company has laid down a well-defined Risk Management Mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detail exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Your Company has Risk Management Policy and it is available on your Companys website i.e. https://www. nephrocareindia.com/about-us/

22. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure does not apply to your Company listed on the SME platform. Hence, your Company is not required to make disclosures in Corporate Governance Report.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

Also, your Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

During the Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations forms part of the Annual Report.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, your Company encourages the employees to voice their genuine concerns without fear of censure, therefore companys ultimate holding company has built in and set up the Vigil Mechanism Policy applicable to your Company, according to which all the directors, employees of your Company including third party, are eligible to make disclosures under the mechanism in relation to the matter concerning your Company.

26. DISCLOSURE REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR)

In purview of Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand Crore or more or a net profit of rupees five Crore or more during the immediately preceding financial year needs to spend at least 2% of the average net profits of last 3 immediately preceding financial years for Corporate Social Responsibility (CSR).

So in the view of above your company doesnt come under the following ambit and hence CSR is not applicable for your company.

27. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES COMPANIES

Your Company does not have any subsidiary, associate, or joint venture, therefore the statement containing the salient features of the financial statement of subsidiaries, associates or joint ventures under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable.

Based on the parameters outlined above, our Company does not have any group companies as on the date of this report.

28. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to your Company.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and rules framed thereunder. Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and Important part of the Organization. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of your Company. The following is the summary of sexual harassments complaints received and disposed of during the financial year ended March 31, 2025.

- No. of Complaints Received – Nil

- No. of Complaints disposed of – Nil

- No. of Cases Pending for more than 90 Days – Nil

30. PARTICULARS OF EMPLOYEES

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

31. DETAILS OF FRAUD IF ANY, REPORTED BY AUDITORS

During the financial year under review, the Statutory & Secretarial Auditors have not reported any incident of fraud to the Board of Directors of your Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/ Courts which would impact the going concern status of your Company and its operations in future.

33. DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The above clause is not applicable to your Company as your Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.

34. 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.

The above clause is not applicable to your Company as your Company has not entered into any settlement from Banks or Financial Institutions during the year under review.

35. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing your Companys objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companys operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Customers and other business associates who have extended their valuable sustained support and encouragement during the financial year under review.

	By Order of Board of Directors
	For Nephro Care India Ltd.
	Dr. Pratim Sengupta	Dr. Pritam Sengupta
Place: Kolkata	Managing Director	Director
Date: 10th July, 2025	DIN: 03501703	DIN: 06795012