thyrocare technologies ltd share price Directors report


Dear Members,

Your Directors are pleased to present the Twenty Third (23rd) Annual Report of Thyrocare Technologies Limited ("Company") together with the audited (Standalone and Consolidated) financial statements for_the financial_year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The summary of the Companys audited financial performance, both standalone and consolidated, for the financial year ended March 31, 2023 is given below:

( in crores)

Particulars

Standalone Consolidated
2022-23 2021-22 2022-23 2021-22

Revenue from operations

486.46 561.53 526.67 588.86
Other income 5.39 7.40 8.42 29.25

Total income

491.85 568.93 535.09 618.11

Expenses

Cost of materials consumed 150.06 161.79 156.92 166.25
Purchases of stock-in-trade 6.11 4.32 6.11 4.32
Changes in inventories of stock-in-trade 0.20 (0.88) 0.20 (0.88)
Employee benefits expense 102.61 58.82 106.15 61.13
Finance cost 2.25 2.38 2.35 2.37
Depreciation and amortisation expense 34.08 28.47 38.71 33.87
Other expenses 115.47 106.65 137.24 123.15

Total expenses

410.78 361.55 447.68 390.21

Profit before share of profit of associate, exceptional items and

81.07 207.38 87.41 227.90

tax

Exceptional item _- -
Share of (loss) / profit in associate - - 1.18 (0.18)

Profit before tax

81.07 207.38 88.59 227 .72
Current tax (30.17) (56.21) (30.16) (56.21)
Deferred tax 6.07 0.88 5.93 4.63

Profit after tax

56.97 152.05 64.36 176.14
Other comprehensive income for the year, net of income tax 1.54 (0.04) 1.53 (0.08)

Total comprehensive income for the year

58.51 152.01 65.89 176.06
Earnings per share [Nominal value of 10 each]
(a) Basic earnings per share (INR) 10.77 28.75 12.16 33.30
(b) Diluted earnings per share (INR) 10.75 28.70 12.14 33.25

On a standalone basis, the Company recorded a Revenue from Operations of Rs. 486.46 crores, during the FY 2022-23, as compared to Rs. 561.53 crores in the previous financial year. Net profit after tax during the FY 2022-23 is Rs. 56.97 crores as compared to previous year net profit after tax of Rs. 152.05 crores

On a consolidated basis, the Company recorded a Revenue from Operations of Rs. 526.67 crores, during the FY 2022-23, as compared to Rs. 588.86 crores in the previous financial year. Net profit after tax during the FY 2022-23 is Rs. 64.36 crores as compared to Rs. 176.14 crores in the previous financial year.

For the financial year 2022-23, the Company has not transferred any amount into General Reserves and profit for the year forms part of the Retained Earnings.

The financial statements of the Company for the financial year ended March 31, 2023, forming part of this Annual Report, are prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013, ("Act") read with the Companies (Accounts) Rules, 2014.

COMPANY ACHIEVEMENTS AND KEY INITIATIVES

During the financial year 2022-23, the Company achieved several significant milestones and implemented key initiatives. These accomplishments include:

1) The Company increased the number of labs accredited by the National Accreditation Board for Testing and Calibration Laboratories ("NABL") from 6 to 20.

2) Approximately 85% of the total samples were processed in the companys NABL accredited labs in the month of March.

3) The Company conducted a total of approximately 141 million tests during the year 2022-23. This represented a notable 29% year-on-year growth in the total number of tests conducted.

4) Out of the total tests conducted, approximately 22.3 million non-COVID samples were processed. This indicated a substantial 39% year-on-year growth in the number of non-COVID samples processed.

5) The number of active franchisees of the Company increased to more than 7,400. This represented a significant 70% surge in the total number of active franchisees.

During the financial year 2022-23, the Company took the following initiatives:

1) Extended the flagship preventive care series "Aarogyam" with Pro and Plus series.

2) Introduced the "Aarogyam 24x7 Non-Fasting" packages.

3) Launched a new series of Investigation packages under the brand "Jaanch."

DIVIDEND

Pursuant to the decision of the Board of Directors of the Company on April 07, 2023, your Company has paid an interim dividend of 18/- per equity share, i.e. 180% of face value of 10/- each for the financial year 2022-23, (subject to deduction of applicable tax, if any) to those members whose name appeared in the Register of Members as on April 20, 2023, being the record date fixed for this purpose.

Your Directors have decided, having regard to all the relevant factors, that this would be the full and final dividend for the financial year 2022-23.

CHANGES IN SHARE CAPITAL OF THE COMPANY

Members may note that there was no change in authorised share capital of the Company during the financial year under review.

However, the fully paid-up equity share capital of the Company was increased on account of allotment of 26,711 (Twenty-Six Thousand Seven Hundred and Eleven) new equity shares of face value of Rs. 10/- each (Rupees Ten only) to those eligible employees who had exercised the stock options granted to them under the Employee Stock Option Scheme 2019 of the Company ("ESOP Scheme 2019").

The summary of changes in share capital and capital as on March 31, 2023 is as under:

Particulars

Number of shares Amount in

Authorised Share Capital

Equity Shares of face value of rupees ten each 10,00,00,000 100,00,00,000
Issued, Subscribed and paid-up Equity Share Capital
Opening Balance as on April 01, 2022
5,29,03,332 52,90,33,320
(Equity shares of face value of rupees ten each, fully paid-up)
Addition on account of allotment of shares under ESOP Scheme 2019
26,711 2,67,110
(Equity shares of face value of rupees ten each, fully paid-up)
Closing Balance as on March 31, 2023
5,29,30,043 52,93,00,430
(Equity shares of face value of rupees ten each, fully paid-up)

Deposits:

During the Financial Year 2022-23 the Company has not accepted any deposits from the public and as such, there was no amount outstanding towards repayment of principal or payment of interest on deposit as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") a) Changes in Directors and KMP

During the financial year under review, following changes occurred in the constitution Board of Directors of the Company:

1. Mr. Rahul Guha was appointed as the Managing Director and Chief Executive Officer of the Company with effect from May 04, 2022. His appointment was duly approved by members of the Company at the 22nd Annual General Meeting ("AGM") on the Company held on August 03, 2022 by passing a Special resolution.

2. Consequent on the above, Mr. Dharmil Sheth, who was appointed as Managing Director from February 12, 2022 to hold office during the interregnum until Mr. Rahul Guha, Managing Director and Chief Executive Officer takes charge, resigned from the position of Managing Director on May 04, 2022 and is continuing as a Non-Executive, Non-Independent Director of the Company.

3. Mr. Vishwas Kulkarni, who was reappointed as a Non-Executive Independent Director of the Company for a second term of five years effective from August 20, 2019, resigned as an Independent Director of the Company with effect from close of business hours of May 23, 2023, due to personal reasons. The Board places on record its sincere appreciation for the contribution made by Mr. Vishwas Kulkarni during his tenure.

4. Dr. Prapti Ishwar Gilada (DIN: 07125024) was appointed as an additional director designated as an Independent Director of the Company for a period of five years commencing from July 14, 2023. Her appointment is being placed before the shareholders at ensuing annual general meeting for their approval.

5. Dr. Harshil Jiten Vora (DIN:10232581) was appointed as an additional director designated as an Independent Director of the Company for a period of five years commencing from July 14, 2023. His appointment is being placed before the shareholders at ensuing annual general meeting for their approval.

6. Dr. Indumati Gopinathan (DIN: 06779331) was appointed as an Independent Director of the Company for a period of five consecutive years from March 09, 2019 till March 08 2024.

Considering her experience and expertise in the diagnostic business, the Nomination and Remuneration committee and Board of Directors approved the reappointment of Dr. Indumati Gopinathan as an Independent Director of the Company for a second term of five consecutive years with effect from March 9, 2024, subject to approval of the shareholders.

There was no other change in Directors and KMPs during the financial year under review except as stated above.

In the opinion of the Board, Dr. Prapti Ishwar Gilada (DIN: 07125024), Dr. Harshil Jiten Vora (DIN:10232581) and Dr. Indumati Gopinathan (DIN:06779331) fulfil the conditions specified in the Act and the Rules made thereunder, and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") and are persons of integrity and they possess adequate experience and expertise. The Company has received notice under Section 160 of the Act proposing appointment/reappointment of Dr. Prapti Ishwar Gilada (DIN: 07125024), Dr. Harshil Jiten Vora (DIN:10232581) and Dr. Indumati Gopinathan (DIN:06779331).

After the closure of financial year, Mr. Rahul Guha, Managing Director and Chief Executive Officer, has also been designated as Chairperson of the Company by the Board of Directors at their meeting held on April 7, 2023, subject to approval of shareholders of the Company at the ensuing AGM.

After the closure of financial year, Mr. Sachin Salvi has tendered his resignation from the post of Chief Financial Officer of the Company, with effect from July 31, 2023 and it has been accepted.

Brief profile, nature of expertise, details of directorship held in other companies, chairmanship/membership of Board and committees, shareholding in the Company held by directors and relationship with directors inter-se and other details as stipulated under Regulation 36(3) of Listing Regulations, read with the provision of the Secretarial Standards on General meetings issued by the Institute of Company Secretaries of India("SS2") relating to the directors proposed to be appointed or reappointed at the 23rd AGM have been annexed to the notice.

b) Composition of Board of Directors and KMPs

Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprised of 8 (eight) Directors, including 1 (one) Managing Director (Professional), 3 (three) Non-Executive, Non-Independent Directors, and 4 (four) Independent Directors (including a Woman Independent Director). The details of present composition of the board of directors of the Company are given below:

Sr. No

Name

Designation

Date of change, if applicable

1 Mr. Rahul Guha* Managing Director and Chief Executive Officer With effect from May 04, 2022
2 Mr. Dharmil Sheth Managing Director Up to May 04, 2022
Non-Executive, Non-Independent Director With effect from May 04, 2022
3 Mr. Hardik Dedhia Non-Executive, Non-Independent Director N.A.
4 Dr. Dhaval Shah Non-Executive, Non-Independent Director N.A.
5 Mr. G.S. Hegde Independent Director N.A.
6 Mr. Vishwas Kulkarni@ Independent Director Up to May 23, 2023
7 Dr. Neetin Desai Independent Director N.A.
8 Dr. Indumati Gopinathan Independent Director N.A.
9 Dr. Prapti Ishwar Gilada$ Independent Director With effect from July 14, 2023
10 Dr. Harshil Jiten Vora$ Independent Director With effect from July 14, 2023

* The Board of Directors, in their meeting held on April 07, 2023 have also designated Mr. Rahul Guha as chairperson of the Company, subject to approval of shareholders in the ensuing AGM.

Mr. Vishwas Kulkarni Independent Director of the Company, resigned from the Board with effect from May 23, 2023 due to personal reasons. Dr. Prapti Ishwar Gilada and Dr. Harshil Jiten Vora have been appointed as additional directors designated as Independent Directors of the Company for a period of 5 years commencing from July 14, 2023 subject to approval of the shareholder.

The details of Board and committee position, tenure of Directors, areas of expertise and other details have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companys website at https://investor.thyrocare.com/

The constitution of the Board of your Company is in accordance with Section 149(6) of the Act, and Regulation 17 of the Listing Regulations. In terms of the provisions of Sections 2(51) and 203 of the Act, the Company has all the three KMPs in place as on March 31, 2023.

During the financial year under review, all the Independent Directors of the Company have given their respective declaration(s) of independence in terms of

Section 149(7) of the Act and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the Independent Directors Databank. The Board of Directors of the Company has satisfied itself and is of the opinion that the Independent Directors possess relevant expertise and experience, and are persons of integrity.

Based on the written representations received from the directors, none of the above directors are disqualified under Section 164(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as a director. The Independent Directors have complied with the Code of Conduct prescribed in Schedule IV to the Act. In this regard, the Company has received affirmation from all the Independent Directors.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act, the Company had all the three KMPs in place during the year under review:

Sr. No

Name

Designation

Date of change during the year, if applicable

1 Mr. Rahul Guha Managing Director and Chief Executive Officer* With effect from May 04, 2022
2 Mr. Sachin Salvi** Chief Financial Officer -
3 Mr. Ramjee Dorai Company Secretary & Compliance Officer -

* The Board of Directors, in their meeting held on April 7, 2023 have also designated Mr. Rahul Guha as chairperson of the Company, subject to approval of shareholders in the ensuing AGM.

** Mr. Sachin Salvi has resigned as Chief Financial Officer of the company w.e.f July 31, 2023.

c) Directors Liable to retire by Rotation

Pursuant to the provisions of Section 152(6)(d) of the Act read with the relevant rules made thereunder and the Articles of Association of the Company, Mr. Dharmil Sheth, is liable to retire by rotation, and being eligible, offers himself for reappointment. A brief resume of Mr. Dharmil Sheth, being eligible to be re-appointed as director liable to retire by rotation along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36(3) of the Listing Regulations forms part of the explanatory statement to the notice calling ensuing 23rd AGM. The Board hereby recommends his reappointment as Director of the Company at the ensuing 23rd AGM. d) Performance Evaluation

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees and of individual Directors has been made are given in the "Corporate Governance Report, which forms part of this Report.

e) Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors met on four occasions i.e. on April 29, 2022, August 01, 2022, November 11, 2022 and February 03, 2023.

The intervening gap between the meetings was within the prescribed limit of 120 (One hundred and Twenty) days as specified in the Act and Listing Regulations. The number of meetings of the Board that each director attended is provided in the report on Corporate Governance, annexed to, and forming part of, this report. The necessary quorum was present during all such meetings.

f) Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, your Board of Directors confirm, to the best of their knowledge and ability, that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed (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, 2023 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; (e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT a) Statutory Auditors and Auditors Report

M/s. MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No. 105047W) were appointed at the 21st AGM of the Company held on June 26, 2021, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 21st AGM till the conclusion of the 26th AGM.

Total fees of Rs 38,59,545/- (Rupees Thirty Eight Lakhs Fifty Nine Thousand Five Hundred and Forty Five) excluding GST were paid by the Company and its subsidiary (namely Nueclear Healthcare Limited ("Nueclear"), for all services including the reimbursement of out of pocket expenses on a consolidated basis, to the Statutory Auditors and all entities in the network firm/network entity of which the Statutory Auditors are a part for FY 2022-23.

The Statutory Auditors of the Company has issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company with unmodified opinion. The remarks made in the Auditors Report are self-explanatory and do not call for any further comments or explanations as per provisions of Section 134(3)(f) of the Act. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s. V Suresh Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report issued by M/s. V Suresh Associates, Practicing Company Secretaries, in Form MR-3 is annexed as Annexure 1 to this Report. The report of Secretarial Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. V. Suresh Associates have also carried out Secretarial Audit of Nueclear, unlisted material subsidiary, as required under Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Nueclear is annexed as Annexure 2 to this Report.

c) Cost Records and Cost Auditor

The Company has maintained cost records for the financial year 2022-23 as specified by Central Government under section 148(1) of the Act and such records have been audited by the Cost Auditor pursuant to the Companies (Cost Records and Audit) Rules, 2014.

As per the provisions of Section 148 (3) of the Act read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had reappointed Mr. S. Thangavelu, Cost and Management Accountant, as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2022-23.

The fees payable to Cost Auditor for Financial year 2022-23 was ratified by the members of the Company at the 22nd AGM held on August 03, 2022.

d) Internal Auditors

M/s. Ernst & Young, Chartered Accountants, Internal Auditors of the Company, conducted the Internal Audit for the financial year 2022-23 as per the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures were taken wherever necessary.

e) Reporting of frauds, if any, by Auditors

During the year under review, none of the Auditors, Statutory Auditors, Internal Auditors, Secretarial Auditors or Cost Auditors have reported that any instance of fraud that is being or has been committed against the Company by its officers or employees, details of which need to be mentioned under the provisions of Section 143(12) of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees to effectively discharge its functions and responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance practices. The terms of reference and the constitution of those Committees is in compliance with the applicable laws. The Committees of the Board are as under: a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholder Relationship Committee; d) Corporate Social Responsibility Committee; e) Risk Management Committee.

The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in detail in the "Corporate Governance Report" which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of meetings of the Board Committees that each Director attended is provided in the ‘Corporate Governance Report. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting. During the year, all recommendation of the Committees were approved by the Board.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES a) Subsidiaries

Nueclear Healthcare Limited ("Nueclear") is the wholly owned subsidiary of the Company and its entire share capital of 111,11,000 equity shares is held by your Company through itself and nominee shareholders. Nueclear is a material subsidiary of the Company in terms of the Listing Regulations.

Nueclear operates a growing network of molecular imaging centres, primarily focused on early and effective cancer detection and monitoring. Each of Nueclears imaging centres uses PET-CT scanners to assist in cancer diagnosis, staging, monitoring of treatment, and efficacy and evaluation of disease recurrence.

During the financial year under review, Nueclear had 9 centres which are operating smoothly from various locations as follows:

Fully Owned by Nueclear

Pet CT Partnership Scheme

Bangalore Borivali, Mumbai
Hyderabad Prabhadevi, Mumbai
Mumbai Nashik
Delhi Vadodara
Surat

Nueclear also owns and operates a medical cyclotron unit in Navi Mumbai, which produces the radioactive bio-marker required for PET-CT scanning.

Your Company has joined as a Partner in Pulse Hitech Health Services (Ghatkopar) LLP ("Pulse"), during the financial year under review. Pulse is engaged in providing various types of digital diagnostic services like CT Scan, MRI Scan, Digital X-ray, etc. Joining this LLP will give exposure to this kind of business, whereas Nueclear is engaged in providing PET-CT scan diagnostic services only. Your company has made investment of Rs. 2,55,00,000/- (Rupees Two Crores Fifty Five Lakhs Only) in Pulse with a profit sharing ratio of 51% in the LLP, and thus Pulse became a subsidiary of your Company effective from November 24, 2022, upon execution of a Supplementary LLP agreement.

b) Associates

Equinox Labs Private Limited ("Equinox") is an associate company, where your Company holds 30% of the paid-up equity share capital of Equinox. Equinox is engaged in the business of water, food and other environment and hygiene testing.

c) Joint Ventures

Your Company presently does not have any Joint Venture.

d) Financial performance of Subsidiaries and Associates

Pursuant to provisions of Section 129 of the Act, your Company shall place Consolidated Financial Statements before the members for its approval.

A statement containing the salient features of the financial statements of the Subsidiaries and Associate, pursuant to the first proviso to sub-section (3) of Section 129 in Form No. AOC-1 is annexed to this Report as Annexure 3.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https://investor.thyrocare.com/.

Any shareholder may obtain a copy of audited financial statements of the Company and subsidiary companies as per the provisions of Section 136 of the Act, by reaching out to the Company at compliances@thyrocare.com.

POLICIES, FRAMEWORK AND CONTROLS

a) Risk Management Framework and Policy

Your Company has in place a Risk Assessment and Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving various risks associated with the business. The main objective of the Risk Assessment and Management Policy of the Company is to establish a pro-active approach in foreseeing, evaluating, controlling, mitigating and resolving all kinds of risks associated with the business, so as to ensure sustainable business growth with stability. Your Companys SOPs, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks.

The Risk Management policy enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain up to the Risk Management Committee about how risks are being monitored, managed, assured and improvements are being made

The Risk Assessment and Management Policy of the Company can be accessed on website of the Company at https://investor.thyrocare.com/corporate-governance-policies/

b) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-section (9) and (10) of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases.

The Whistleblower policy of the Company can be accessed on website of the Company at https://investor. thyrocare.com/corporate-governance-policies/.

During the financial year ended March 31, 2023, the Company has not received any whistleblower complaints.

c) Policy on Directors appointment, remuneration, and other details

Your Companys Policy on Remuneration of Directors, Key Managerial Personnel and other Employees of the Company is formulated to attract, retain and motivate members of the Board and other executives of the Company. The Remuneration Policy of the Company provides a well-balanced and performance-related compensation package to the members for the Board and senior management personnel of the Company, taking into account shareholders interests, industry standards and relevant rules and regulations.

The Policy also provides for the criteria and qualification in evaluating the suitability of a person for being appointed as Director & in senior management that are relevant for the Companys operations.

The Companys policy relating to appointment of Directors and their remuneration, is available on the Companys website at https://investor.thyrocare.com/ policies-11/.

d) Policy on prevention of Sexual Harassment

Your Company has adopted a policy and framework on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder ("POSH Act"). As per the requirement of the POSH Act and Rules made thereunder your Company has formed an Internal Complaints Committee to attend to any complaint of sexual harassment at the workplace and the process of reporting such complaints ensures complete anonymity and confidentiality of information.

The statement and disclosures pertaining to POSH Act, are given in the Corporate Governance Report which forms part of this Report.

e) Dividend Distribution Policy

The dividend declared and paid is in accordance with the Companys Dividend Distribution Policy, which has been disclosed in the Companys website at https:// investor.thyrocare.com/policies-15/ as required under Regulation 43A of Listing Regulations.

f) Policy for determining material subsidiary

The Company has formulated a policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at https://investor.thyrocare.com/policies-5/

g) Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the Internal Auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended. During the year, such controls were tested and no reportable material weakness in the design or operation of such systems was observed.

DISCLOSURES a) Particulars of contracts or arrangements with related parties

All the Contracts/Arrangements/Transections entered by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the Listing Regulations, if any related party tractions exceed 1,000 crore or 10% of annul consolidated turnover as per last audited financial statements whichever is lower, would be considered as material and require members approval. However, there were no material transactions under taken by the Company with any of its related parties as per the Act and Listing Regulations. Therefore, the disclosure of related party transactions as required under section 134 of the Act in form AOC-2 is not applicable to the Company for FY2022-23.

The Companys Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board can be accessed on the Companys website at https://investor.thyrocare.com/ wp-content/uploads/2023/06/Policy-on-Related-Party-Transections.pdf

b) Particulars of loans given, investments made, guarantees given, and securities provided

Particulars of investment made, during the financial year under review are disclosed in Note 7 to standalone financial statements. During the year the Company has not given any loan pursuant to Section 186 of the Act. However, during the financial year under review, the wholly owned subsidiary Nueclear has given a loan of Rs. 6 crores to Pulse for business purpose.

c) Corporate Social Responsibility Expenditure

Your Company has formed the CSR Committee as per the requirement of the Act. The details of Composition of CSR Committee is covered in the Corporate Governance Report which forms part of Annual Report. On recommendation of CSR Committee, the Board of Directors of your Company has approved the CSR Policy which is available on the website of your Company at https://investor.thyrocare.com/policies-3/. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the the CSR activities undertaking by the Company during the financial year are set are set out in Annexure 4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provision of Section 135 of the Companies Act, 2013, the Company has transferred the total unspent amount relating to the ongoing projects of 2022-23 to a separate bank account within the stipulated time.

d) Particulars of employees

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure 5.

In terms of the provision of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the top ten employees in terms of remuneration drawn and name and other particulars of the employee drawing remuneration in excess of the limit set out in the said rules forms part of the same annexure.

e) Employees Stock Purchase / Option Schemes

The members of the Company had approved granting of 5,05,359 Stock Options, equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years.

Out of this, a total no of 165,410 Options were exercised and equivalent no of shares have been allotted and a total of 121,287 Options granted are not yet due to exercising. There is a balance of 218,662 Options.

The Board has decided to modify the ESOP scheme and is placing the proposal to the Members for their approval at the ensuing AGM, details of which are given in the AGM Notice.

The disclosure as per rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 relating to Employees Stock Option Scheme is annexed to this report as Annexure 6.

f) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report. The Corporate Governance Report also contains certain disclosures required under the Act for the financial year under review.

A certificate from M/s. V Suresh, Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance Report forming part of this Annual Report.

g) Managements Discussion and analysis

As required under the provisions of Regulation 34 (2) of the Listing Regulations, a separate section on Managements Discussion and Analysis Report outlining the business of your Company is annexed to this Report.

h) Business Responsibility and Sustainability Report

As required under the provisions of 34(2) (f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report (BRSR) is annexed to this Report.

i) Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS–1) and General Meetings (SS–2) read with the applicable circulars issued by the MCA.

j) Conservation of energy, technology absorption and foreign exchange_earnings and outgo:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given out in Annexure 7 to this report.

k) Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, has been placed in the Companys website, on https://investor.thyrocare.com/annual-return/

m) Material changes and commitments, if any, affecting the financial_position of_the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, which will have an impact on the financial position of the Company except of following:

1. The Company has availed equipment financing facility of 45 crores from HDFC Bank Limited and the purpose of this facility is to meet the funding requirements to complete the acquisition of lab equipments; and

2. The Company has paid an interim dividend of 18/- per equity share, i.e. 180% of face value of Rs. 10/- each in the month of April 2023 for the financial year 2022-23, (subject to deduction of applicable tax, if any) to those members whose name appear in the Register of Members as on April 20, 2023.

n) Transfer of unpaid/ unclaimed dividend amount and shares to Investor Education & Protection Fund

Members may please note that as per the provisions of Sections 124 & 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account along with underlying shares are being transferred by the Company to the Investor Education & Protection Fund.

Some of the Shareholders have not claimed dividend for the following years, and these amounts have been transferred to the Unpaid Dividend Accounts of respective year, and are liable to be transferred to the Investor Education & Protection Fund after a period of seven years, as shown below:

Dividend for

No. of Shareholders who have not claimed Unclaimed – Amount in Date of declaration Date of transfer to Unpaid Account Last date for transfer to Investor Education Fund
2015-16 Final 1454 192,390 12-Sep-16 12-Oct-16 12-Oct-23
2016-17 Interim 375 62,590 28-Jan-17 27-Feb-17 27-Feb-24
2016-17 Final 371 72,100 12-Aug-17 11-Sep-17 11-Sep-24
2017-18 Interim 308 60,255 3-Feb-18 5-Mar-18 5-Mar-25
2017-18 Final 322 55,740 1-Sep-18 1-Oct-18 01- Oct-25
2018-19 Final 236 2,07,880 24-Aug-19 23-Sep-19 23-Sep-26
2019-20 Interim 274 59,080 7-Nov-19 7-Dec-19 7-Dec-26
2020-21 Interim 362 4,02,109 28-Oct-20 27-Nov-20 27-Nov-27
2020-21 Final 309 12,21,706 26-Jun-21 26-Jul-21 26-Jul-28
2021-22 Interim 295 183,142 29-Apr-22 29-May-22 27-May-29
2022-23 Interim 272 1,96,110 20-Apr-23 20-May-22 20-May-30

The unclaimed amount out of the Final Dividend declared for the Financial Year 2015-16 is due to be transferred in the current year to the Investor Education & Protection Fund under the provisions of Section 124 of the Act. This amount will be transferred as provided within the date specified as per the Act and the rules made thereunder. Therefore, concerned members may write to the Company or to the Companys Registrar & Share Transfer Agent i.e. Link Intime India Private Limited, at the earliest, to claim their dividend. The complete process to claim unclaimed dividend is given on our website https://investor.thyrocare.com/

Members may note that along with the unclaimed dividend amount, the relevant shares shall also be transferred to the IEPF Authority. In accordance with the provisions of the Act, your Company is transferring the corresponding 266 equity shares of 10/- each, to credit of IEPF Authority during the FY 2023-24. Details of unclaimed/unpaid dividends lying in the unpaid dividend account up to the year, are available on our website https://investor.thyrocare.com/unclaimed-dividend/

o) Details of Shares in Demat / Unclaimed Suspense Account

The Company does not have any shares in the Demat suspense account or unclaimed suspense account.

p) Disclosures as per clause 5A to para A of part A of schedule III of Listing Regulations

Docon Technologies Private Limited, the promoter company of the Company, have made encumbrance on its entire shareholding i.e. 3,76,56,092 shares (71.14%) in the Company during the financial year 2022-23 in favour of Vistra ITCL (India) Limited (acting in its capacity as debenture trustee) for debentures issued by API Holdings Limited, a promoter group company of the Company pursuant to unattested share pledge agreement executed amongst Docon and debenture trustee. The said creation of encumbrance on shares of the Company was duly reported to Stock Exchanges. The details of agreement can access on https://investor. thyrocare.com/disclosure-under-regulation-30a-of-sebi-lodr/.

Change in the nature of business:

There is no change in the nature of core business of the Company or in that of the Subsidiary Company during the financial year under review.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future:

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

q) Other Disclosures

- The Company has not made any application and no proceeding is pending under the provisions of Insolvency and Bankruptcy Code 2016.

- The Company has not made any one-time settlement with any of the banks or financial institution.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise

- The Company has not issued any sweat equity shares.

- The Company has not raised any funds through preferential allotment or qualified institutional placement.

- Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

Acknowledgements

Your Directors wish to take the opportunity to thank all banks for the support extended by them.

Acknowledgements are also due to our customers for their continued patronage and the franchisees / authorised service providers and vendors for their co-operation.

Acknowledgments and appreciation are also due to the Employees for their sincere services towards the organisation.

Your Directors also wish to thank the members for the confidence they have reposed in the Board of Directors of the Company. Lastly, the Company is also thankful to the government and its regulatory bodies for their co-operation.