Tejnaksh Healthcare Ltd Directors Report

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors Report for the year ended 31st March, 2025.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2025 is as summarized below:-

(In Lacs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Total Revenue	915.04	849.99	1330.14	1,248.17
Profit before Interest, Depreciation & Taxation	484.01	391.77	394.4	392.53
Less - Interest	37.60	68.59	37.62	64.44
Profit / (Loss) before Depreciation & Taxation	446.41	323.18	356.8	328.09
Less - Depreciation	80.02	80.02	90.99	90.59
Profit / (Loss) before tax	366.24	243.16	319.1	237.50
Less- Provision for Taxation (Incl. Deferred Tax)	104 .24	61.91	96.09	61.11
Net Profit / (Loss) for the year	262.15	181.25	223.05	176.40

2. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve total revenue of Rs.915.04 Lakhs as compared to Rs.849.99 Lakhs in the previous year and Net Profit has increased to Rs. 262.15 Lakhs from Rs. Rs. 181.25 Lakhs

3. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

4. Capital Structure:-

During the year under review, there is no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company is Rs. 15,50,00,000 Rupees Fifteen Crore Fifty Lacs) divided into 3,10,00,000 (Two Crore Ten Lakhs Only) Equity Shares of Rs.5/- each.

During the year under review, there is no change in the Paid up Equity Share Capital of the Company. The paid up share capital of the Company is 10,15,68,000 (Rupees Ten Crore Fifteen Lakhs Sixty Eight Thousand) divided into 2,03,13,600 (Two Crore Three Lakh Thirteen Thousand Six Hundred only) Equity Shares of Rs. 5/- each.

5. Bonus Issue:-

During the year under review, the Company has not issued any Bonus shares.

6. Dividend:-

Your Directors do not recommend any dividend for the year under review.

7. Reserve:-

The Company has transferred current years profit of Rs. 262.15Lakhs to the Reserve & Surplus and the same is in Compliance with the applicable provisions prescribed under the Companies Act, 2013.

8. Board of Directors:-

The Company has following composition of the Board

Sr. No	Name of the Directors	Designation
1	Dr. Ashish Vishwas Rawandale	Executive Director-Chairperson
2	Dr. Preeti Ashish Rawandale	Non-Executive - Non Independent Director
3	Mr. Kiran Madhavrao Pawar	Non-Executive - Independent Director
4	Mr. Vikramsinh Satish Khatal Patil	Non-Executive - Independent Director
5	Mr. Sanjay Bhikajirao Khatal	Non-Executive - Non Independent Director
6	Mr. Suhas Thorat	Non-Executive - Independent Director

Note: "The tenure of Mr. Kiran Madhavrao Pawar and Mr. Vikramsinh Satish Khatal Patil as Independent Directors concluded at this Annual General Meeting (AGM). The Company has received proposals for their appointment as NonExecutive Independent Directors, and the same has been included in the Notice of the AGM for members approval."

Director Retiring by Rotation

Dr. Preeti Ashish Rawandale (DIN: 02021400) Director, retire from the Board by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

Formal Annual Evaluation:

The Board has formulated a code of conduct policy for formal annual evaluation purpose which has been made by the Board of its own performance and that of its committees and individual directors.

9. Company Secretary and Compliance Officer:- Ms. Afrin Shaikh

10. Directors Responsibility Statement:-

Your Directors state that: -

a) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments& estimates have been made 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, 2025 and of the Profit of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) 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.

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

11. Statutory Auditors:-

Maheshwari & Co., Chartered Accountants (Firm Registration No.: 105834W), as the Statutory Auditors the Statutory Auditors of the Company for a period of Five years commencing from the conclusion of the 17th Annual General Meeting until the conclusion of the 22th Annual General Meeting to be held in the year 2029. Accordingly, M/s. Maheshwari & Co., will be completing their present term of Five years at the conclusion of the ensuing Annual General Meeting. With this, M/s. Maheshwari & Co., will also complete the period of ten years as permitted under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and shall retire as the Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory and hence do not call for any further information and explanation under section 134(3) of the Companies Act, 2013.

12. Auditors Report:-

The Notes on the Financial statement referred to in the Auditors report are self - explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

13. Subsidiary Company: -

The Company has one Subsidiary Company in the name of Tej Vedaant Healthcare Private Limited.

14. Secretarial Auditors Report: -

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. N S Dave and Associates, Practicing Company Secretary firm (Membership No. ACS 37176 & CP 13946) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2023.Secretarial Audit Report issued by M/s. N S Dave and Associates, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report.

15. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

16. Whistleblower Policy:

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The details of the Whistle Blower Policy of your Company are set out in the Corporate Governance Report which forms part of this report.

17. Material Changes and Commitments:

There are no changes in commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

18. Investor Complaint and Compliance:

All the investor complaints are duly resolved and as on date no complaints are pending. The details regarding Investor complaintss are given under the corporate governance report forming part of this report.

19. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

21. Corporate Social Responsibility:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

22. Disclosure under the Sexual harassment Of Women:-

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review there was no case filled pursuant to Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. Change in Nature of Business , if Any:-

There is no change in business of the Company during the year under review.

24. Particulars of Employees:-

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel), 2014 has been appended as Annexure to this Report. The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

25. Number of Meetings of the Board of Directors: -

During the year ended March 31,2025, Five (5) Board Meetings were held. The dates on which the Board meetings were held are 28.05.2024, 14.08.2024, 14.11.2024, 23.01.2025 and 11.02.2025

26. Statement on Declaration Given By Independent Directors Under Sub-Section (6) Of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

27. Particulars of Loan, Guarantees And Investments By Company:-

During the financial year ended March 31,2025, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

28. Related Party Transactions:-

During the year under review, besides the transactions reported in Notes to Accounts, forming part of the Annual Report. There were no other related party transactions with its promoters, directors, directors and management that had a potential conflict of interest of the Company at large.

29. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

30. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of the following Directors viz.,Mr. Vikramsingh Satish Khatal Patil(Chairman), Mr. Kiran Madhavrao Pawar, and Dr. Ashish Vishwas Rawandale Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2024-25, Four (4) Audit Committee meetings were held on 28.05.2024, 14.08.2024, 14.11.2024 and 11.02.2025

31. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Kiran Madhavrao Pawar (Chairman), Mr. Vikramsingh Satish Khatal Patil and Dr.Preeti Ashish Rawandale.

Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2024-25, Four (4) Nomination and Remuneration Committee was held on 28.05.2024, 14.08.2024, 14.11.2024 and 11.02.2025

32. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Kiran Madhavrao Pawar (Chairman), Mr. Vikramsingh Satish Khatal Patil and Dr. Preeti Ashish Rawandale. The Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2024-25, Four(4) Stakeholders Relationship Committee was held on 28.05.2024, 14.08.2024, 14.11.2024 and 11.02.2025

Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordances with managements authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

33. Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

34. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

35. Managements Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report i.e Annexure III, which forms part of this Report.

36. During the year under review there is no application made or proceeding pending in the name of the company Under the insolvency bankruptcy code 2016.

37. During the year under review there has been no one time settlement of loans taken from Banks and Financial Institution.

38. Corporate Governance: -

We adhere to the principle of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report. The Auditors Certificate on compliance with Corporate Governance requirements by the Company is enclosed in Annexure IV, which forms part of this report.

39. Prevention of Code of Conduct: -

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading securities by the Directors and designated employees of the Company. The details of the Code of Conduct for Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

40. Listing of shares;

All the equity shares of Company are listed on the BSE Limited, 25th Floor, P.J. Towers, Dalal Street,

Mumbai - 400001 and listing fees for the year 2024-25 has been paid.

41. Dematerialization of shares;

Companys shares are traded compulsorily in electronic form and the Company has established connectivity with both the depositories. i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31st March, 2025, 100% of the equity shares have been dematerialized form.

42. Board evaluation;

• The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• 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.

• 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.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entities excluding the independent director being evaluated.

43. Names of the companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year;

Company has one subsidiary as on March 31,2025. There is no associates company and Joint Venture Company within meaning of Section 2 (6) of the Companies Act, 2013.AOC 1 Attached to this report.

44. Pecuniary relationship or transactions of non-executive directors;

All the transactions carried out with Non Executive directors are mentioned in Audit Report under the head of Related Party Transactions as well as in AOC-2 Annexed to this report;

45. Maternity benefit act disclosure;

“During the year under review, no complaint or case was reported under the Maternity Benefit Act, 1961. The Company continues to provide a safe and supportive working environment for all women employees, in compliance with applicable laws.”

46. Acknowledgement: -

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

	On behalf of the Board of Directors,
	For, Tejnaksh Healthcare Limited
	Sd/-
	Dr. Ashish Vishwas Rawandale
	Chairman
Place: Mumbai,
Date: 29/05/2025