Nephro Care India Ltd Directors Report

Dear Members,

Nephro Care India Limited

Your directors have immense pleasure in presenting this 10^th Annual Report (First Post IPO) on the business and operations of your Company along with the Audited Financial Statementsfor the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

Your Company sustained a good performance during the FY 2023-24. The key highlights of the financial performance, asstated in the Audited Financial Statements, along with the corresponding performance for the previous year are as under:

(Amount in Lakhs)

Particulars	2023-24	2022-23
Total revenue	2,760.08	1,709.48
Total Expenses	2,137.74	1,451.76
Profit/(Loss) before Tax	622.34	257.72
Less: Tax Expenses	(172.10)	(20.47)
Profit After Tax before prior period adjustment	450.24	237.25
Profit After Tax after prior period adjustment	441.14	237.25
EPS (Basic)	3.80	2.37
EPS (Diluted)	3.80	2.37

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 theirkidney-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 Rs. 450.24 Lakhs before prior period adjustment and Rs. 441.14 lakhs after priorperiod adjustmentsduringthefinancial year 2023 -24 as compared to the Net Profit of Rs. 237.25 lakhs during the previous financial year 2022-23. 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 yourCompanyisRs.2,760.08 financial year 2023 Lakhsduringthe -24 as against the total income of Rs. 1,709.48 Lakhs in the previous financial year 2022-23. The total expenditure is Rs. 2,137.74 Lakhs during the financial year 2023-24 as against 1,451.76 Lakhs in the previous financial year 2022-23. Your Company has earned Profitafter Tax of Rs. 450.24 Lakhs before prior period adjustment and has earned Profitafter tax of Rs. 441.14 Lak hs during the financial year 2023-24 as against earnedprofitafter Tax of Rs. 237.25 Lakhs in the previous financial year 2022 - 23.

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, 2024. There has been transfer to general reserves of an amount of Rs 441.14 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 Platformof National Stock ^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 occurred in between the financial year ended on March 31, 2024 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

The initial authorised share capital of your Company at the beginning of the year was 50,00,000 (Rupees Fifty Lacs only) divided into 5,00,000 Equity Shares of 10/- each. Further, the authorised share capital of your Company has been altered in the manner set forth below in the financial year 2023-24:

Date of Shareholders Meeting	Particulars of Change		AGM/EGM
	From	To
October 11, 2023	50,00,000 divided into 5,00,000 Equity Shares of 10 each	20,00,00,000 divided into 2,00,00,000 Equity Shares of 10 each	EGM

B. PAID UP SHARE CAPITAL

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

Type of Issue	Date of Allotment	Type of Shares	No. of Shares Allotted	Face Value (in )	Share Premium amount (in )
1. Preferential Allotment	December 11, 2023	Equity	95,120	Rs. 10/-	Rs 840/-
2. Bonus Issue	March 8, 2024	Equity	1,13,07,280	Rs. 10/-	NA
3. InitialPublic Offer (IPO)	July 3, 2024	Equity	45,84,000	Rs.10/-	Rs. 80/-

9. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Company had announced Initial Public Offer of 45,84,000 equity shares of Rs. 10/- each at a price of Rs. 90/- per equity share, aggregating to Rs. 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 financialyear under review, the details relating to deposits, covered under Chapter V of the Act,-

a) accepted during the year: NA b) remained unpaid or unclaimed as at the end of the year: NA c) 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 i. at the beginning of the year: NA ii. maximum during the year: NA iii. at the end of the year: NA iv. the details of deposits which are not in compliance with the requirements of ChapterV of the Act: NA

12. WEB LINK OF ANNUAL REPORT

Annual Report for the F.Y 2023-24 will be available on our website i.e https://www.nephrocareindia.com/wp-content/uploads/2024/08/Annual-Report_1.pdf

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, following Directors and Key Managerial Personnel were appointed.

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

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, Ms. Alo Sengupta (DIN: 01264313) and Dr. Pritam Sengupta (DIN: 06795012), Directors of your Company will retire by rotation at the ensuing AGM, and being eligible, offers themself for re-appointment in accordance with provisions of the Act.

14. BOARD AND COMMITTEES COMPOSITION AND THEIR MEETINGS

Annual Evaluation of Directors, its Committees and 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.

As on date of the Directors Report, the Board of Directors of your Company comprises of total Eight (8) directors. The composition of the Board of Directors is as under:

DIN/PAN	Name	Designation
1. 03501703	Dr. PRATIM SENGUPTA	Managing Director
2. 06795012	Dr. PRITAM SENGUPTA	Director
3. 01264313	Ms. ALO SENGUPTA	Director
4. 01326919	Mr. SAIKAT BISWAS	Director
5. 01982851	Mr. SUDIP BARMAN	Director
6. 08672795	Dr. SUTAPA SEN	Director
7. 00682959	Mr. SANDEEP SHRIDHAR GHATE	Additional Director
8. 03040937	Mr. DEBASHISH GHOSHAL	Additional Director

During the financial year under review, 15 (Fifteen) meetings were held by the Board of Directors viz, 29^th April, 2023, 30^th June, 2023, 4^th September, 2023, 9^th September, 2023, 4^th October,2023, 15^th November,2023, 5^th December,2023, 11^th December,2023, 11^th January, 2024, 20^th February, 2024, 5^th March, 2024, 8^th March, 2024, 9^th March, 2024,

22^nd March, 2024 and 23^rd March, 2024. 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 2023- 24 are as under:

Name of the Director	DIN No.	Attendance particulars in Board Meetings
1. Dr. PRATIM SENGUPTA	03501703	15
2. Dr. PRITAM SENGUPTA	06795012	15
3. Ms. ALO SENGUPTA	01264313	5
4. Mr. SAIKAT BISWAS	01326919	6
5. Mr. SUDIP BARMAN	01982851	6
6. Dr. SUTAPA SEN	08672795	6

Details of the attendance of Members of the Committees held during thefinancial year 2023-24 are as under: AUDIT COMMITTEE:

During the financial year under review, 2 (Two) meetings were held by the Audit Committee viz, 20^th March, 2024 and 22^nd March, 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. Sudip Barman	Chairman	2
Mr. Saikat Biswas	Member	2
Ms. Alo Sengupta	Member	1
Dr. Pratim Sengupta	Member	1

NOMINATION AND REMUNERATION COMMITTEE:

During the financial year under review, Two (2) meetings were held by the Nomination and Remuneration Committee viz, 8^th March, 2024 & 20^th March, 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 meeting attended by its members are given below:

Name of the Director	Designation in the Committee	Attendance particulars in Meetings
Ms. Alo Sengupta	Chairperson	2
Mr. Saikat Biswas	Member	2
Mr. Sudip Barman	Member	1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year under review, One (1) meeting was held by the Stakeholders

Relationship Committee viz, 22^nd March, 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 meeting attended by its members are given below:

Name of the Director	Designation in the Committee	Attendance particulars in Meetings
Mr. Saikat Biswas	Chairman	1
Ms. Alo Sengupta	Member	1
Dr. Pritam Sengupta	Member	1
Dr. Sutapa Sen	Member	1

15. STATUTORY DISCLOSURES

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.

16.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 financial reckonedfromthebeginningofthe 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, 2024 are as follows:

o Earnings: Nil o Outgo: Nil

17. 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.

18. 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.

19. 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 financial year ended March 31, 2024, the applicable accounting standards had been followed alongwithproperexplanation 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, 2024, 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, 2024 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.

20. 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, 2024.

The Board, after undertakingdue 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.

As required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specifiedunder Schedule V of the Listing Regulations and are independent of the management.

21. 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), Appointed in casual vacancy caused on account of resignation of the erstwhile auditor, on account of not holding a valid peer review certificate were appointed as Statutory Auditors of your Company to hold office till the Annual General Meeting("AGM") unless reappointed by the Shareholders.

Your Company has received letter from them to the effect that their ratification, if made, would be within the limits prescribed under Section 141(3) of the Companies Act, 2013 and that they are not disqualified for ratification.

Accordingly, the Board of Directors recommends re-appointment of M/s K. K. Chanani & Associates as Statutory Auditors of your Company.

22. 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.

23. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

During the period under review, there is no transactions covered under section 186 of the Companies Act, 2013.

24. RELATED PARTY TRANSACTIONS

All related Party Transactions that were entered into during the financial year under review were on an arms length basis and in the ordinary course of business.

25. 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/

26. 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.

27. 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 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed.

28. 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.

29. DISCLOSURE REGARDING CORPORATE SOCIAL RESPONSIBILITY (CSR)

In purview of Section 135 of the Companies Act, 2013, everycompany 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.

30. 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.

31. BUSINESS RESPONSIBILITY REPORT

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

32. COST RECORDS

Maintenance of cost records as specified by the central government under sub -section(1) of Section 148 is not applicable to company.

33. 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 andrules 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 off during the financial year ended March 31, 2024.

o No. of Complaints Received Nil o No. of Complaints disposed off Nil o No. of Cases Pending for more than 90 Days Nil o No. of Workshops of awareness program against sexual harassment carried out : 2

34. 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.

35. 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 2023- 24.

The Report of the Secretarial Audit Report is furnished herewith in Annexure A.

36. 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.

37. 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.

38. 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 2023-24.

39. 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.

40. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing your

Companys objectives, expectations or - looking within the meaning of forecasts may be forward applicable securities laws and regulations. Actual results may differ 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.

41. 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.
Sd/-	Sd/-
Dr. Pratim Sengupta	Dr. Pritam Sengupta
Managing Director	Director
(DIN: 03501703)	(DIN : 06795012)
Place: Kolkata
Date: 20th August, 2024