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DIRECTOR'S REPORT

ADS Diagnostic Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 2.49 Cr. P/BV 0.42 Book Value (₹) 27.19
52 Week High/Low (₹) 11/11 FV/ML 10/100 P/E(X) 1.34
Bookclosure 30/09/2024 EPS (₹) 8.44 Div Yield (%) 0.00
Year End :2024-03 

Your Directors are pleased to present the Thirty-Eight Annual Report on the business and operations of the Company together with
the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (In Thousands)

PARTICULARS

2023-24
(INR ’000’)

2022-23
(INR ‘000’)

Operating Income

240,590

138,088

Profit before Interest & Depreciation

30,707

18,921

Less: a) Interest

4,086

3,245

b) Depreciation

1,627

1,912

Profit before Exceptional and Extraordinary item and Tax

24,994

13,765

Exceptional Item

-

8,901

Net Profit/ (Loss) before Taxation

24,994

4,864

Provision for Income Tax

6,572

1,218

Add: Short Provision for Income Tax for Previous years

Less:- Provision for Deferred Tax

(132)

(781)

Net Profit/ (Loss) after Taxation

18,500

4,060

Add: Other Comprehensive Income

(91)

383

Total Comprehensive income attributable to equity holders

18,409

4,443

Less: Balance of Profit/Loss Brought forward from previous years

21,255

18,541

Add: MAT Credit

0

0

Less: Dividend paid for Previous Year

1,973

1730

Balance carried to Balance Sheet

37,691

21,255

Results_of Business Operations and the State of Company’sAffairs

The operational income of the Company has increased from Rs.1,381 Lakhs to Rs. 2,405 Lakh registering a Positive growth of 74% in the
current year. The income from trading and servicing has increased from Rs. 1,263 Lakhs to Rs.2,282 Lakhs for the current year, while
Distribution Commission has increased from Rs. 54 Lakhs to Rs. 105 Lakhs for the current year. Overall income has increased by Rs.
1,025 Lakhs. During the year under review.

Directors’ Responsibility Statement

The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

The director’s had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of
this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

The directors had prepared the annual accounts on a going concern basis; and the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating
effectively.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business
including adherence to Company's 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 information.

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.

Listing

Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai, and the listing fee has been paid for the year
2023-2024 in the month April, 2024.

Directors

The Board of Directors of the Company is duly constituted. In accordance with the provisions of Section 152 of the Act, Dr. (Mrs.) Versha
Sehgal, Director of the Company, retires by rotation and being eligible, offer himself for re-appointment. The Board recommended her re¬
appointment.

Further, brief profile and other details of Dr. (Mrs.) Versha Sehgal are provided in the Notice of the Annual General Meeting.

Independent Directors

The term and conditions of appointment of independent directors are as per Schedule IV of the Act Pursuant to the Provisions of Section
134(3)(d) read with Section 149(6) the declaration by the independent Directors that they meet the criteria of independence has been received.
During the year under review, the Non- Executive independent Directors of the Company had no pecuniary relationship or transactions with the
Company.

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 Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Board has devised a policy on the evaluation of performance of board of Directors, Committee and Individual Directors. Accordingly, the
Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for
evaluation of the Board as a whole, evaluation of the committees and peer evaluation. The summary of the evaluation reports were presented
to the respective Committees and the Board for their consideration. 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.

Auditors

The Auditors, M/s V.N Purohit & Co., Chartered Accountants, New Delhi, hold office till the conclusion of the ensuing Annual General
Meeting and are recommended for ratification of appointment. They have submitted a certificate in accordance with the applicable
provisions of the companies Act 2013, confirming their eligibility and willingness for re-appointment.

Policy on Directors’ appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(1) & (3) of the Act has
been disclosed in the Corporate Governance Report which forms part ofthe directors' report.

Audit committee and Vigil Mechanism

The details pertaining to composition of audit committee and vigil mechanism are included in the Corporate Governance Report, which
forms part ofthis report.

Auditors’ report and secretarial auditors’ report

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this report.

Particulars of loans, guarantees and investments

There was no Loan, Guarantees or Investments made by the Company under Section 186 of the Companies Act, 2013, during the year under
report and hence the said provision is not applicable.

Transactions with related parties

There was no contract or arrangements made with related partiesas defined under Section 188 of the Companies Act, 2013, during the year
under report. The details of transactions with the Company and related parties are given for information under notes to Accounts.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is attached to this report in the prescribed Form MGT-9.

Provisions of Section 135 ofthe Companies Act, 2013, are notapplicable to the Company.

Reserves

No amount is proposed to transfer/carry to any reserve.

Dividend

Based on company performance the directors have recommended a payment of dividend of Rs. 0.12 (12%) per equity shares
of Rs. 10 each on share capital amounting to Rs. 26.3 1 Lakhs.

Change in the Nature of the Business

There is no change in the nature ofthe Business ofthe Company during the year under report.

Material Changes

No material changes and commitments affecting the financialposition ofthe Company occurred between the end ofthe financial year to which
this financial statement relates till the date of this report.

Conservation of Energy, Technology Absorption.Foreign Exchange Earnings and Outgo.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the
Annexure forming part ofthis Report.

Risk Management

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very
minimal.

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act, 2013.

Your Directors state that the company has zero tolerance on sexual harassment at workplace. During the year under review, there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Transfer to Unclaimed Dividend to lEPF.

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“the Rules”), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for
a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also
mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be
transferred to the IEPF on the dates mentioned below:

Year

Dividend Per Share (In Rs.)

Date of Declaration

Due Date for Transfer to IEPF

2022-23

0.90

29.05.2023

27.05.2030

Significant and Material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by any Regulator or Courts or Tribunals which impact the going concern status and
Company's operations in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls
were tested and no reportable material weakness in the design or operation was observed.

Managerial Remuneration and Particulars of Employees

The information pertaining to particulars of employees as Section 197 ofthe Companies Act, 2013, read with Rule 5 ofthe Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in the Annexure forming part of this Report.

Deposits

The Company has not accepted any deposits under Section 73 of Companies Act, 2013, during the financial year under report.

Corporate governance provisions as specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable to the Company. However, as per the governance policies of the Company, the Company has substantially
followed and observed these regulations. A report on Corporate Governance covering among others details of meetings of the Board and Committees
along with a certificate for compliance with the regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Management Discussion and Analysis Report

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report,which forms part of this
Annual Report.

Acknowledgment

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Company's employees, medical
professionals, customers, vendors and academic institutions. Your Directors also acknowledges gratefully the shareholders for their support
and confidence reposed on your Company.

For and on behalf of the board of directors
S/D- S/D-

Place New Delhi Gautam Sehgal Dr.(Mrs.) Versha Sehgal

Date: 30/05/2024 DIN 00034243 DIN 00034303

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