Nidan Laboratories & Healthcare Ltd Directors Report

Dear Shareholders,

The Board of Directors present their 24^th Annual Report of the Company together with Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Income from Operations	2417.74	2426.59
Profit / (Loss) before Interest, Depreciation and Tax	919.07	1013.29
Less: Interest Paid (Net)	(218.06)	(222.31)
Profit / (Loss) before Depreciation and Tax	701.01	790.98
Less: Depreciation / Amortisation	(286.60)	(309.82)
Profit / (Loss) before Tax and exceptional item	414.41	481.16
Exceptional Item	(651.27)	-
Less: Tax Expense	(86.37)	(127.20)
Net Profit / (Loss) after Tax	(323.23)	353.96

OPERATIONS REVIEW:

During the year under review the Company Continues to undertake its business of providing various Healthcare and Diagnostics Services. Accordingly, the Companys Income from Operations was Rs 2417.74 Lakhs as against the Income from Operations of Rs 2426.59 Lakhs in the corresponding previous year. The Company earned a Profit of Rs 1013.29 Lakhs before Interest and Depreciation as compared to a profit of Rs 1013.29 Lakhs in the corresponding previous year. The Company made a Net loss of Rs 323.23 Lakhs during the year as against a Net Profit of Rs 353.96 Lakhs in the corresponding previous year. The net loss made by the Company is due to exceptional item of Rs (651.27) lakhs as mentioned in detail under note no. 29 of the Financial Statements for FY 23-24.

DIVIDEND:

In view of conservation of resources and future expansion and tie ups plans, the Directors do not recommend any dividend for the Financial Year ended 31st March, 2024.

AMOUNT CARRIED TO RESERVES:

During the year under review the Company has not transferred any amount to Reserves and Surplus.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs20,00,00,000 and there is no change during the financial year under review.

The issued, subscribed and paid-up share capital of the Company is Rs13,90,00,000 and during the financial year 2023-24 Company has not issued and allotted any shares, hence there is no change.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public, no amount of principal or interest was outstanding as on the balance sheet date.

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

Particulars with respect to the conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company. Foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is set out in the Annexure I to this report.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KMPS:

The disclosure on the details of remuneration to Employees and Directors and other Key Managerial Personnel pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure II to this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has given the loans under provisions of Section 186 of Companies Act, 2013 details of the same is set out in Annexure III to this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at www.nidanhealthcare.co.in The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval and are in accordance with the Policy. All transactions entered into by the Company with Related Parties were in ordinary course of business and on arms length basis.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure IV to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries and Associates, therefore details under Form AOC-1 is not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for time being in force; During the year under review Mr. Krupesh Thakur, Mr. Edwin Dabre & Ms. Tejal Jayakar were continued to be the Non- Independent Directors of the Company.

Mr. Abhinay Shashikant Nerurkar, Mr. Nilesh Ghanashyam Bide and Mr. Abhijeet Ramesh Dhanegaonkar were continued to be the Independent Directors of the Company.

Dr. Nitin Thorave who was appointed w.e.f 1^st June, 2022, continues to be the CEO of the Company.

Mr. Akshay Joshi has resigned as company secretary and compliance officer of the Company w.e.f 11th December 2023. Company has appointed Ms. Kunika Maheshwari as Company secretary and compliance office w.e.f 1st March 2024. The Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under the Act.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The Company has framed a policy on familiarization program for Independent Directors.

MEETINGS OF THE BOARD:

During the financial year, 4(Four) meetings of the Board of Directors were held. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. The intervening gap between the meetings was within the period prescribed under Companies Act, 2013

AUDIT COMMITTEE:

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder. The members of the Audit Committee are financially literate and have experience in financial management.

The composition of Audit Committee is as follows:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Abhinay Shashikant Nerurkar	Chairman	Non-Executive Independent Director
Mr. Nilesh Ghanshyam Bide	Member	Non-Executive Independent Director
Ms. Tejal Anil Jayakar	Member	Executive Director

NOMINATION & REMUNERATION COMMITTEE (the NRC):

The composition of the NRC is in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder. Further, the remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013: The composition of the NRC is as follows:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Nilesh Ghanshyam Bide	Chairman	Non-Executive Independent Director
Mr. Abhinay Shashikant Nerurkar	Member	Non-Executive Independent Director
Mr. Krupesh Thakur	Member	Non-Executive Director

The Board of Directors has formulated and adopted a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder.

The salient features of the Policy are available on the website of the Company at www.nidanhealthcare.co.in

STAKEHOLDERS RELATIONSHIP COMMITTEE (the SRC):

The composition of the SRC is in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

The composition of the SRC is as follows:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Abhinay Shashikant Nerurkar	Chairman	Non-Executive Independent Director
Mr. Nilesh Ghanshyam Bide	Member	Non-Executive Independent Director

BOARD EVALUATION:

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

(a) In the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures;

(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 31st March, 2024 and of the Profit of the Company for the year ended 31st March, 2024;

(c) 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 annual financial statements have been prepared on a going concern basis;

(e) Appropriate internal financial controls were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year 2023-24 shall be filed within 60 days of the ensuing 24^th Annual General Meeting (AGM). The Return for the year 2022-23 filed with the Ministry of Corporate Affairs after the 23^rd AGM held in the year 2023 is available on the Companys website at http://nidanhealthcare.co.in/assets/docs/Annual%20Return/Annual_ Return_2023.pdf.

AUDITORS AND AUDITORS REPORT: Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed CS Nikhil Date, Practicing Company Secretary (Membership No. 24729) as the Secretarial Auditor of the Company to conduct an audit of the Secretarial Records for financial year ending 31st March, 2024.

The Secretarial Audit Report for financial year ending 31st March, 2024 is annexed as Annexure V to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further under Regulation 24A of Listing Regulations, the Company was not required to submit the Annual Secretarial Compliance Report as the Company falls under the criteria as specified under Regulation 15 (2) of Listing Regulations.

Statutory Auditor:

M/s R.K. Chapawat & Co. Chartered Accountants (FRN: 101708W) was appointed for a period of 5 (Five) years i.e from the conclusion of ensuing 21^st AGM till the Conclusion of the 26^th AGM. The said auditor has confirmed their eligibility for the remaining years as Auditor of the Company.

The Auditors Report for the financial year ended 31st March, 2024 on financial statements of the Company is a part of this report and is annexed as Annexure VII to this Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2024.

Cost Auditor:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Company is currently doing business of providing various Healthcare and Diagnostics Services. The detailed Management Discussion and Analysis Report is annexed as Annexure VI to this Annual Report.

RISK MANAGEMENT:

Pursuant to clause 15 (2) (a) of Listing Regulations, compliance with Corporate Governance provisions as specified under 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 of Listing Regulations are not applicable to the Company; however the Company operates with well-defined risk management policy to identify measures to mitigate various business risks.

VIGIL MECHANISIM:

In compliance with the provisions of Section 177, the Company has established a Vigil Mechanism Policy, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, instances of financial irregularities, mala-fide manipulation of Companys records or violation of the Companys Code of Conduct & Ethics. This mechanism also provides for adequate safeguards against victimization of director(s)/employee(s) of the Company who report unethical practices or irregularities.

The Vigil Mechanism Policy is uploaded on the website of the Company at http://nidanhealthcare.co.in/assets/docs/Policies/ Vigil_Mechanism-25-05-2022.pdf.

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 persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015. The said policy is available on the website of the Company at http://nidanhealthcare.co.in/assets/docs/Policies/PIT_Policy. pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31st March, 2024. The Company is committed to providing a safe and conducive work environment.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013 read with rules of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to frame Corporate Social Responsibility Committee and Corporate Social Responsibility Policy. The provisions of Section 135 of the Companies Act,2013 are not applicable to the Company.

INTERNAL FINANCIALS CONTROLS:

The Company has a sound internal control system, which ensures monitoring implementation of the action plans emerging out of internal audit findings. The terms of reference of the Audit Committee includes reviewing the effectiveness of the internal control environment. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors of the Company. During the financial year under review, no material or serious observation has been received from the Statutory or Internal Auditors of the Company.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred from the end date of the financial year upto the date of this Boards Report.

LISTING:

The shares of the Company are listed on the SME platform of National Stock Exchange of India Ltd (NSE). The applicable annual listing fees have been paid to the NSE before the due date.

SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India (ICSI).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review there were no incidences of fraud reported by Auditors.

RISKS AND CONCERNS:

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there are no significant and Material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Companys operations in Future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there was no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review the company has not taken any loan from the Bank or FI, hence there was no such valuation done.

DISCLAIMER:

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Companys operations include competition, price realization, changes in government policies and regulations, tax regimes, economic development and other incidental factors.

APPRECIATION:

The Board of Directors place on record appreciation for the exemplary contribution made by the employees of the Company at all levels and also conveys its appreciation for our business associates and shareholders for their continued support to the Company.

For NIDAN LABORATORIES AND HEALTHCARE LIMITED
TEJAL ANIL JAYAKAR	EDWIN FRANCIS DABRE
Director	Director
DIN: 07984686	DIN: 07705632
Date: 20th August, 2024
Place: Virar