Purpose of Reserves:
(a) Reserve and Surplus
(i) Securities Premium :The Securities premium represents the premium received towards allotment of shares. The reserve can be utilized only for limited purposes such as issuance of bonus shares in accordance with the provisions of Companies Act, 2013
(ii) Retained Earnings :Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any dividends or other distributions paid to shareholders.
(b) Equity Instruments at fair value through Other Comprehensive Income: This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through Other Comprehensive Income
Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the company by the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
Note No - 34
Corporate social responsibility (CSR)
CSR provisions are not applicable to the company for FY 2024-25 & FY 2023-24 as the company is not satisfying the criteria specified under Section 135(1) of Companies Act
Fair value measurements and valuation processes:
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.
Business segment:
The Chief Operating Decision Maker ("CODM'') reviews the financial performance at Diagnostic Pharma Equipment business and Investment & Trading in securities business, both segments are mutually independently of each other and therefor, the Group has two reportable segments, i.e. Diagnostic Pharma Equipment Business and Trading of securities Business Products from which reportable segments derive their revenues
The Company has considered Diagnostic Pharma Equipments Business and Investment & Trading in Securities Business as the two primary operating business segments.
Diagnostic Pharma Equipments Segment:
The Company has entered into a Distribution Agreement with Abbott Point of Care, USA for distribution of their State-of-the-art diagnostic equipment namely, i-STAT Analyser and its Cartridges. This equipment is a blood analyser exclusively used in Intensive Care Units (ICUs) of hospitals as the test results are available in 10 minutes which helps the attending doctors to decide future course of treatment for the patient. The Cartridges required for the same are sold separately. The Company has installed a Cold Room for storing the Cartridges as these Cartridges are required to be stored at 2°C to 8°C. The Company has started importing i-STAT Analysers directly from Abbott, USA which will improve Company's bottom line in the coming years.
In accordance with the requirements of Ind AS 109 - Financial Instruments, the Company applies the expected credit loss (ECL) model for recognition and measurement of impairment on trade receivables.
The Company uses the simplified approach permitted by Ind AS 109 for trade receivables, which requires lifetime expected credit losses to be recognised from initial recognition of the receivables
The company has incorporated a new wholly owned subsidiary namely M/s. Clinigenome India Private Limited to expand the business activities on 29th Note No. 40
Loans or advances granted to promoters, directors, KMPs and related parties
The Company has given loans or advances in the nature of loans to its promoters, directors, KMPs and related parties, hence reporting is required as per revised schedule III of Companies Act 2013.
Note No. 41 Leases Company as Lessee:
Company has taken commercial property on lease . The terms of lease rent are for the period ranging from 2 years to 3 years depending on the lease agreement with the lessor. Such leases are renewable by mutual consent. There is no contingent rent, no sub-leases and no restrictions imposed by the lease arrangements. The Company has not revalued its Right-of-use assets. The borrowing rate applied to lease liability is 10%.
Note No. 42 Immovable Property
There is no immovable Property held in the name of Company.
Note No. 43
Revaluation of Property, Plant & Equipment
During the year there is no revaluation of Property, Plant & Equipment.
Note No. 44
Revaluation of Intangible Assets
There is no intangible assets as at the balance sheet date.
Note No. 45
Capital-Work-in Progress (CWIP)
There is no capital work in progress in the company as on balance sheet date.
Note No. 46
Intangible assets under development
There is no Intangible assets under development in the company as on balance sheet date.
Note No. 47
Detail of Benami Property held
No proceedings have been initiated or pending against the company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and the Rules made thereunder.
Note No. 48
Security of current assets against borrowings
The Company has been sanctioned overdraft credit facility during the year against term deposit with the bank and there is no such requirements for submission of Quarterly Returns/statements for security against such Bank Overdraft.
Note No. 49 Wilful Defaulter
The Company is not declared wilful defaulter by any bank or financial institution or other lender at any time during the financial year or after the end of reporting period but before the date when financial statements are approved or in an earlier period.
Note No. 50
Relationship with Struck off companies
Company did not have any transactions with companies struck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956.
Note No. 51
Registration of charges or satisfaction with Registrar of Companies
There is no charges or satisfaction yet to be registered with Registrar of Companies by the company during the financial year.
Note No. 52
Compliance with number of layers of companies
The company is not required to complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
Note No. 53
Compliance with approved Scheme(s) of Arrangements
No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, during the financial Note No. 54
Utilisation of Borrowed fund and share premium
Neither the company has advanced or loaned or invested funds to Intermediaries nor received any fund from any Funding Party during the financial year with the understanding that the Intermediary or company shall - ‘
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries)
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
Note No. 55 *
Undisclosed Income
The company has no transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme.
Note No. 56
Details of Crypto Currency or Virtual Currency
The company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
Note No. 57
The financial statements for the year ended 31st March 2025 have been reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on 21st May 2025.
Note No. 59
Disclosure as per Ind AS 107 'Financial Instrument Disclosure'
A) Capital Risk Management
For the purpose of the company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the company's capital management is to maximise shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 31 March 2024.
The calculation of capital for the purpose of capital management is as follows:
1) Debt equity ratio - Total debt divided by Total equity
The debt-to-equity (D/E) ratio is calculated by dividing a Company's total liabilities by its shareholder equity. The ratio is used to evaluate a Company's Total debt = Long term borrowings Short term borrowings
B) Financial Risk management Financial risk management
The Company's Financial Risk Management is an integral part of how to plan and execute its business strategies. The Company's financial risk management is set by the Managing Board of Directors.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as investment price risk and commodity risk.
Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
(i)Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Trade Payables.
(ii) Interest Rate Risk
Interest Rate risk is the risk that the fair value of future cashflows of a financial instrument will fluctuate because of changes in Market Interest Rates. The company's exposure to the risk of changes in Market Interest Rates relates primarily to the Company's short term debt obligations with floating interest rates. However, the Company do not have any borrowing with floating rate of interest.
(iii) Commodity Price Risk
The Company is affected by the price volatility of it's commodities. It's operating activities require the on-going purchase. Therefore, the company monitors its purchases closely to optimize the price.
(iv)Credit Risk
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.
The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.
Trade receivables:
Trade receivables are non-interest bearing. An impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on historical data of expected credit loss, actual credit loss and party-wise review of credit risk.
Market price risk
The Company is exposed to market price risk, which arises from securities held as inventories classified at FVTPL. The management monitors the proportion of these securities in its trading portfolio based on market indices. Material securities within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the appropriate authority.
Equity Price Sensitivity analysis:
The fair value of equity instruments as at March 31, 2025 and March 31, 2024 Rs. 119.13 Lakhs and Rs. 168.39 Lakhs respectively. 5% change in price of these quoted equity instruments held as at March 31, 2025 and March 31, 2024 would result in:
Liquidity Risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
Notes No. 60
The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendments Rules2021) which is effective from 1st April, 2023 states that every company which uses accounting software for maintaining its books of accounts shall use only the accounting software where there is a feature of recording audit trail of each and every transaction, and further creating an edit log of each change made to books of accounts along with the date when such changes were made and ensuring that audit trail cannot be disabled.
The Company uses a Tally Prime Edit Log ERP software as a primary accounting software for maintaining books of accounts , which has a feature of recording audit trail edit logs facility and that has been operative throughout the financial year for the transactions recorded in the software and preserved by the company as per the statutory requirements for record retention.
Note No. 61 ^
The Board of Directors at its meeting held on 21st February 2024 allotted 27,68,59,850 shares to the Equity Shareholders of the Company through Right issue at issue price of Rs. 1.75 per equity Share (including a premium of Rs. 0.75 per equity Share).
Purpose of these loans: The loans were extended to companies primarily to meet their working capital requirements, except in the case of the subsidiary, where the purpose was business expansion.
b) Investments made are disclosed in note 3.
c) No Corporate guarantee given by the company Note No. 64
During the previous year ended 31st March, 2024; the company made investment in M/s. Derren Healthcare Pvt Ltd, (DHPL) as detailed hereunder:
The Company has entered into an Share Purchase Agreement (SPA) with DHPL and its promoters on 19th September 2023 for acquiring 70% shareholding of DHPL. The Company has also simultaneously entered into a Share Subscription Cum Shareholder's Agreement' (SSSA) on the same day to and agreed to induct Rs. 500 Lakhs into DHPL and in turn, DHPL will allot 13,84,275 shares to the Company.
The Company made payment of Rs. 1,263.95/- Lakhs to one of the Promoters, Mr. Vibhava Kumar Singh who is holding 70% shares in DHPL for purchase of 35,00,000 shares. The Company has also inducted Rs. 500 Lakhs in DHPL for subscription of 13,84,275 shares. These payments represent full payment towards total acquisition of 70% shareholding in DHPL and additional shareholding as envisaged in SSSA.
The acquisition was estimated to be completed by 19th September 2024. However, due to pending execution of SPA & SSA, Genpharmasec Ltd, the company, has not gained 'controlling interest' as on the date of these financial statement.
Note No. 65
Contingent liabilities and commitments
a) Claims against the company not acknowledged as debt
The Income Tax Department has raised the demand for AY 2022-23 of Rs. 1.52 lacs and the company has filed an appeal with Learned CIT as per advise of the Tax consultant.
b) Commitments
There are no commitments as on 31.03.25 and 31.03.24