Aspira Pathlab & Diagnostics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting 52^nd Annual Report on the business and operations of the Company along
with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The key highlights of the Audited Financial Statements of the Company''s for the financial year ended March 31, 2025
in comparison with the previous financial year ended March 31, 2024 are summarized below summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	2,199.90	1320.49	2,199.90	-
Other Income	38.89	42.11	38.89	-
Total Income	2,238.79	1,362.60	2,238.79
Depreciation and amortisation expenses	149.38	153.88	149.38	-
Other Expenses	1882.15	1475.94	1882.15	-
Total Expenses	2031.53	1629.82	2031.53
Profit/(Loss) before exceptional items and tax	207.26	(267.22)	207.26
Exceptional items	0.04	6.51	-	-
Profit/(Loss) before tax				-
Tax expense/(credit)	207.30	(2.60)	202.26	-
Profit/(Loss) before exceptional items and tax	207.30	(2.60)	202.31	-

CHANGE IN NATURE OF BUSINESS

The Company is primarily engaged in the activities of pathology and related healthcare services. There was no
change in nature of the business of the Company, during the year under review.

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is Rs. 2,199.90 lakhs as compared to Rs. 1362.60 lakhs
in previous year, representing profit of Rs. 207.30 Lakhs in the current year.

DIVIDEND

Considering long term prospectus of the Company, the Directors of your Company do not recommend any dividend
for the Financial year 2024-25

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2024-25.

SHARE CAPITAL

During the Financial Year 2024-25., there was no change in the authorized, subscribed, issued and paid-up share
capital of the Company.

SUBSIDIARY/1OINT VENTURES/ ASSOCIATE COMPANIES

As on April 02, 2024 your Company had floated an associate LLP i.e "Aspira DNA Diagnostics Gujarat LLP''. The
contribution and composition of the LLP are as follows:

Sr. No	Name	Designation	% of Contribution	Capital in Indian Rupees
1	Mrs. Meenakshi Mittal	Designated Partner	25%	6,50,000/-
2	Mrs. Nikta Modani	Designated Partner	25%	6,50,000/-
3	Mr. Pankaj Shah	Designated Partner & Nominee of M/s. Aspira Pathlab & Diagnostics Limited	50%	13,00,000/-
Total			100%	26,00,000/-

However as on May 16, 2025 Board members had decided to takeover 100% Assets and Liabilities of Aspira DNA
Diagnostics Gujarat LLP by entering into a business transfer agreement and strike off the LLP as the designated
partners of LLP are unwilling to carry its business in future.

Your Company does not have any Subsidiary or Joint Ventures

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company''s Associate in Form No. AOC-1 is attached to the financial statements of the Company
as Annexure-I.

DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There has been no material changes and commitments, since the close of the financial year i.e. March, 31 2025 till the
date of signing of this Directors'' Report, affecting the financial position of your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a Related Party Transaction Policy in place which is in accordance with the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The said Policy is available on the Company''s website
which can be accessed through the following weblink:

https: / / www.aspiradiagnostics.com/wp-content/uploads/2025/05/Related-Party-Transaction-Policy-1.pdf

All the Related Party Transactions entered into during the year under review, were entered in the Ordinary course
of business and on an arm''s length basis. There were no materially significant Related Party Transactions made by
the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.

Further, since the transactions with the related parties were in the ordinary course of business and at arm''s length
pricing, not material in nature and in accordance with the Related Party Transactions Policy, the particulars of such

transactions with the related parties are not required to be reported by the Company in E Form AOC-2.

All the Related Party Transactions are reviewed by the Audit Committee and the Board on a quarterly basis.

The members may refer to note no. 38 to the financial statements, which set out Related Party Disclosures

PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

In terms of the provisions of section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, loans, guarantees and investments given/made by the Company as on March 31, 2025 are mentioned in no.6
to the financial statements of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in the prescribed format and annexed herewith as Annexure - II to this Annual Report.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under 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, is available for inspection and any Member interested in
obtaining a copy of the same may write to the Company Secretary/ Compliance Officer of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder,
out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves
for reappointment at the AGM. Mr. Nikunj Mange (DIN: 08489442) Executive Director of the Company is liable to
retire by rotation and being eligible, he has offered himself for re-appointment. The Board of Directors recommended
his re-appointment in their meeting held on August 12, 2025 and the same is being placed before the Members for
their approval at the ensuing 52^nd Annual General Meeting of the Company.

Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") read with Secretarial Standards - 2 on General Meetings, a brief profile of Mr. Nikunj Mange is
provided as an Annexure-1 of the Notice of 52^nd Annual General Meeting.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same has been taken on record by Company.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationships or
transactions with the Company, other than receiving the sitting fees

a) APPOINTMENT/ RESGINATION/ REDESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. DURING THE YEAR UNDER REVIEW

Event	Particulars
Resignation	Resignation of Mr. Avinash Chander Mahajan (DIN:00041661) as Non-executive and Independent Director of the Company w.e.f January 22, 2025

II. AFTER THE COMPLETION OF THE YEAR UNDER REVIEW

Event	Particulars
Re-appointment	i) The Nomination and remuneration committee and Board members in its meeting held on May 16, 2025 considered the re-appointment of Dr. Pankaj J. Shah (DIN:02836324) as Managing Director of the Company for a period of three (3) years i.e from August 01, 2025 to July 31, 2028 subject to members approval.
	ii) The members of the Company by Postal Ballot via special resolution on July 10, 2025 approved the re-appointment of Dr. Pankaj J. Shah (DIN:02836324) as Managing Director of the Company for a period of three (3) years i.e from August 01, 2025 to July 31, 2028

KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are/were the Key Managerial
Personnel of the Company as on March 31,2025:

1. Mr. Pankaj Shah- Chief Executive Officer

2. Mr. Balkrishna Talawadekar- Chief Financial Officer

3. Ms. Krupali Shah- Company Secretary

PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual
performance Evaluation of:

i. Their own performance as a whole;

ii. Individual Directors Performance; and

iii. Performance of all Committees of the Board for the Financial Year 2024-25

In terms of the requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company
was held on March 22, 2025. In which the performance of the Board as a Whole and of its Committees was evaluated
by the Board through a structured questionnaire which covered various aspects such as the composition, quality and
performance of the Board, meetings and procedures, contribution to Board processes, effectiveness of the functions
allocated, relationship with Management, professional development, adequacy, appropriateness, and timeliness of
information etc.

Taking into consideration the responses received from the Individual Directors the performance of the Board and its
Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The brief on the policy of nomination and remuneration and other matters provided in Section 178(3) of the Act have
been disclosed in the Corporate Governance Report, which forms part of the Annual Report of the Company. The
Nomination and Remuneration Policy is also available on the website of the Company and can be accessed through
the following web link:

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Nomination-and-Remuneration-Policy-Aspira-

Pathlab.pdf

BOARD MEETINGS

During the year under the review, the Board of Directors met Four (4) times the details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under

the Companies Act, 2013.The dates of the Board Meeting are as follows:

• May 28, 2024

• August 13, 2024

• November 11, 2024 and

• February 07, 2025

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of good
corporate governance practices. The terms of reference and the constitution of those Committees are in compliance
with the applicable laws

In order to ensure focused attention on business, better governance and accountability, the Board has constituted the
following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee

The details with respect to the Composition, terms of reference, etc. of the aforesaid committees are given in details
in the "Corporate Governance Report" which is presented in a separate section and forms part of the Annual Report
of the Company.

AUDIT COMMITTEE

The Audit Committee is constituted as per Regulation 18 of the Listing Regulations read with Section 177 of the
Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters
relating to constitution, meetings and functions of this Committee.

NOMINATION AND REMUNERATION COMMITTEE''

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Regulation 19
of the Listing Regulations read with Section 178 of the Companies Act, 2013. The details pertaining to its constitution,
meetings, terms of reference etc. is provided under Corporate Governance section under head ''Nomination &
Remuneration Committee''.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of Regulation
20 of the Listing Regulations read with Section 178(5) of the Companies Act, 2013.The details pertaining to its
constitution, meetings, terms of reference etc. is briefly provided in the Corporate Governance Report under the head
''Stakeholders'' Relationship Committee''.

STATUTORY AUDITORS AND AUDITORS REPORT

The Members of the Company in their 51^st Annual General Meeting ("AGM") on September 27, 2024, had appointed
M/s. Sarda Soni Associates LLP, Chartered Accountants, (Firm Registration No. 117235W) as the Statutory Auditors
of the Company to hold office for their first term of five (5) years i.e. from the conclusion of 51^st AGM till the
conclusion of 56^th AGM of the Company.

M/s. Sarda Soni Associates LLP, Chartered Accountants, Statutory Auditors have confirmed that they have not been
disqualified to act as Statutory Auditors of the Company and that their continuation is within the ceiling limit as
prescribed under section 139 and 141 of the Companies Act, 2013 and related rules thereto

Further, the Statutory Auditors of the Company have not reported any fraud as specified under the second proviso
of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) for the

The Auditors'' Report for the Financial Year ended March 31, 2025, is issued with unmodified opinion and does not
contain any qualification, reservation or adverse remarks. The Auditors'' Report being self-explanatory does not call
for any further comments from the Board of Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In compliance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on
May 16, 2025, approved the appointment of M/s. Nilesh A. Pradhan & Co. LLP, Practicing Company Secretaries, as
the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from April
01, 2025 to March, 31 2030, subject to the approval of the shareholders at the ensuing General Meeting.

The Company has obtained a consent and eligibility letter from the firm, confirming its compliance with the
eligibility criteria prescribed under the Companies Act, 2013 and SEBI LODR Regulations. The firm holds a valid
Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). They have also confirmed that
they are not disqualified from being appointed and have no conflict of interest. Further, they have declared that they
have not undertaken any prohibited non secretarial audit assignments for the Company, in compliance with Section
204 of the Companies Act, 2013 and the rules made thereunder, read with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. Further, the firm has
the necessary qualifications, expertise, and experience to carry out the Secretarial Audit and to issue the Annual
Secretarial Compliance Report in accordance with applicable laws.

After careful evaluation of the firm''s professional competence, independence, and track record, the Audit Committee
and the Board are of the view that M/s. Nilesh A. Pradhan & Co. LLP is well-suited for the said appointment.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, as issued by CS Prajakta V Padhye,
Practicing Company Secretary, Partner of M/s. Nilesh A. Pradhan & Co., LLP (Membership No. FCS 7478; CP No
7891) in Form MR-3 is annexed to the Board report as Annexure - III which is self-explanatory and does not contain
any qualification, reservation or adverse remark.

INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies
(Accounts) Rules, 2014 the Board of Directors on the recommendation of Audit Committee has re-appointed M/s.
Vishal J Bhanushali, Chartered Accountants (FRN:145806W), Chartered Accountants as Internal Auditors of your
Company for financial year 2025-26.

The Audit Committee in its quarterly meetings reviews the internal audit and internal control systems. The
Company''s internal controls commensurate with the size and operations of the business. Continuous internal
monitoring mechanism ensures timely identification and redressal of issues.

DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the
Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the
Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed
by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Company''s internal financial controls were adequate and effective during Financial Year 2024-25

In accordance with the requirement of Section 134(5) of the Companies Act, 2013, in relation to the audited financial
statements of the Company for the year ended March 31, 2025, the Board of Directors of the Company confirm that:
To the best of their knowledge and belief and according to the information and explanation obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act,

a) that in the preparation of the annual accounts for the financial year ended March, 31 2025 the Indian
Accounting Standards (Ind AS) have been followed and there are no material departures

b) such accounting policies have been selected and applied consistently and the Directors 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 on March 31, 2025 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care is 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
and detecting material fraud and other irregularities;

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

e) proper internal financial controls have been laid down to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;

f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

WHISTLE BLOWER MECHANISM

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors
and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any {in
compliance with the provisions of Section 177 (10) of the Companies Act, 2013 (''the Act'') and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015).

The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and
provides to employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee. The details of the Whistle Blower Policy are explained
in the Corporate Governance Report and also available on your Company''s website at the below link

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Whistle-Blowers-Policy.pdf

INSTANCES OF FRAUD, IF ANY, REPORTED BY AUDITORS

During the year under review, Auditors have not reported any instances of frauds committed in your Company by
its Officers or Employees to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act,
2013.

PREVENTION OF INSIDER TRADING

In order to restrict communication of Unpublished Price Sensitive Information (UPSI), the Company has adopted
Code of Fair Disclosure of Unpublished Price Sensitive Information in compliance with SEBI (Prohibition of Insider
Trading) Regulations, 2015. The said Code is available on the website of the Company at the Web link:

www.aspiradiagnostics.com/wp-content/uploads/2025/02/Code-of-Practices-Proceduers-For-Fair-Disclosure-of-
UPSI.pdf

Further the Company has adopted Structured Digital Database (SDD) in the Company as per the Regulation 3(5)
and 3(6) of SEBI (PIT) Regulations, 2015 and timely freezing the PAN of Designated Personnel''s to avoid the insider
tradings.

The Company Secretary of the Company is the Compliance Officer for monitoring adherence to the said Regulations
and in absence of Company Secretary, Chief Financial Officer act as Compliance Officer for the same.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (''Listing Regulations''), a detailed review of operations, performance and future outlook of your
Company and its business is given in the Management Discussion and Analysis (MDA) which forms part of this
Report. The MDA report is attached herewith as Annexure-IV to this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Secretarial Auditors of the Company regarding compliance
of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, are provided ina separate section and forms part of the Annual Report
of the Company.

CODE OF CONDUCT

Pursuant to Regulations 17(5) of the SEBI (LODR) Regulation, 2015, Your Company has formulated Code of Conduct
for its Board of Directors and Senior Management, specifying duties of a Board Members and Senior Management
Personnel as laid down in the Companies Act, 2013 and the same has been placed on Company''s website at the
below link

www.aspiradiagnostics.com/wp-content/uploads/2024/02/code-of-conduct-for-Board-Members-and-Senior-
Management-Personnel.pdf

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for
identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting
and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the
constitution of a Risk Management Committee is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review your company has not qualified the criteria of Section 135 of the Companies Act, 2013
to constitute a CSR committee and to spend in CSR activity. However, your company assure that it will comply with
Section 135 when the section will be applicable on company

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details relating to the number of complaints received and disposed off is given below:

Sr No.	Particulars
1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed off during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR 2024-25

Sr No.	Particulars
1.	Female	63
2.	Male	78
3.	Transgender	Nil

DISCLOSURE RELATING TO COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFIT ACT 1961.

During the year under the review, your Company has complied with the provisions of Maternity Benefit Act 1961.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of Annual Return of the Company for the Financial Year
2024-25 shall be available on the website of the Company at www.aspiradiagnostics.com , under the section ''Investor
Corner''.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo
under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is
appended as Annexure- V to this report.

GREEN INTITATIVE

i) In line with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange
Board of India, the Notice of the AGM along with the Annual Report for the financial year 2024-25 is being sent
electronically to those Members whose email addresses are registered with the Company, Depositories, or
Registrar and Transfer Agent (RTA) unless a member has specifically requested for a physical copy of the same.

ii) For Members whose email addresses are not registered, the Company/RTA will dispatch a physical letter
containing the web link and exact path to access the Notice of AGM and the Annual Report. The said
documents are also available on the Company''s website at www.aspiradiagnostics.com/investor-relation/ and
can be accessed on the websites of the Stock Exchange (BSE Limited) at www.bseindia.com as well as on the
website of NSDL at www.evoting.nsdl.com

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal financial control framework with reference to financial and
operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the
Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or
operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this
effect.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observations has been received from the Auditor
of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial
Institutions.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the
Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no
significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of

your Company and its operations in future.

SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have
been complied with. Your Company has duly complied with Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved
by the Central Government under Section 118(10) of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. Your Directors
place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from
its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government
authorities, Regulatory authorities and Stock Exchanges. Your Board looks forward for the long-term future with
confidence, optimisms and full of opportunities.

For and on behalf of the Board of Directors
Aspira Pathlab & Diagnostics Limited

Dr. Pankaj J Shah Mr. Nikunj Mange

Date: August 12, 2025 Managing Director & CEO Executive Director

Place: Mumbai DIN :- 02836324 DIN: 08489442

---

Mar 31, 2024

Your Directors take pleasure in presenting 51^stAnnual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL RESULTS

The key highlights of the Audited Financial Statements of the Company''s for the financial year ended March 31, 2024 in comparison with the previous financial year ended March 31, 2023 are summarized below summarized below:

(Rs. In Lakhs)

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	1320.49	1445.69
Other Income	42.11	32.09
Total Income	1,362.60	1477.78
Less: Total Expenses	1,629.82	1486.65
Profit/(Loss)Before exceptional Items and Tax	(267.22)	(8.87)
Exceptional Item	-	-
Profit/Loss Before Tax	(267.22)	(8.87)
Less: Tax	-	-
Profit/Loss After Tax	(267.22)	(8.87)
Other comprehensive income Remeasurement of defined benefit plans	6.51	4.96
Basic Earnings per share of face value of Rs. 10/- each	(2.60)	(0.09)
Diluted Earnings per share of face value of Rs. 10/- each	(2.60)	(0.09)

CHANGE IN NATURE OF BUSINESS

The Company is primarily engaged in the activities of pathology and related healthcare services. There was no change in nature of the business of the Company, during the year under review.

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is Rs.1362.60 lakhs as compared to Rs. Rs. 1477.78 lakhs in previous year, representing loss of Rs. 267.22 Lakhs. However, company is in its expansion stage and taking steps and measures to minimize the losses.

DIVIDEND

Considering long term prospectus of the Company, the Directors of your Company do not recommend any dividend for the Financial year 2023-24

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2023-24. SHARE CAPITAL

During the Financial Year 2023-24., there was no change in the authorized, subscribed, issued and paid-up share capital of the Company.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

After the closure of the Financial Year 2023-24 i.e as on April 02, 2024 your Company had floated an associate LLP i.e "Aspira DNA Diagnostics Gujarat LLP". The contribution and composition of the LLP are as follows:

Sr. No	Name	Designation	% of Contribution	Capital in Rupees
1	Mrs. Meenakshi Mittal	Designated Partner	25%	6,50,000/-
2	Mrs. Nikta Modani	Designated Partner	25%	6,50,000/-
3	Mr. Pankaj Shah (Nominee of M/s. Aspira Pathlab & Diagnostics Limited)	Designated Partner	50%	13,00,000/-
	Total		100%	26,00,000/-

DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,2014.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There has been only one material changes and commitments, since the close of the financial year i.e. 31^st March, 2024 till the date of signing of this Directors'' Report, affecting the financial position of your Company.

Your Company has incorporated associate LLP viz. "Aspira DNA Diagnostics Gujarat LLP" as on April 02, 2024. On account of which consolidation of annual accounts as per section 129(3) of the Companies Act, 2013 shall be applicable w.e.f Financial Year 2023-24

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a Related Party Transaction Policy in place which is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The said Policy is available on the Company''s website which can be accessed through the following weblink:

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Pdf 2 Related-Party-Transaction-Policy.pdf

All the Related Party Transactions entered into during the year under review, were entered in the Ordinary course of business and on an arm''s length basis. There were no materially significant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Further, since the transactions with the related parties were in the ordinary course of business and at arm''s length pricing, not material in nature and in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

All the Related Party Transactions are reviewed by the Audit Committee and the Board on a quarterly basis.

The members may refer to note no. 38 to the financial statements, which set out Related Party Disclosures

PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

In terms of the provisions of section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, loans, guarantees and investments given/made by the Company as on March 31, 2024 are mentioned in no.6 to the financial statements of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure - I to this Annual Report.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under 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, is available for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary/ Compliance Officer of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves for reappointment at the AGM. Mr. Nikunj Mange (DIN: 08489442) Executive Director of the Company is liable to retire by rotation and being eligible, he has offered himself for reappointment. The Board of Directors recommended his re-appointment in their meeting held on August 13, 2024 and the same is being placed before the Members for their approval at the ensuing 51^st Annual General Meeting of the Company.

Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Secretarial Standards - 2 on General Meetings, a brief profile of Mr. Nikunj Mange is provided as an Annexure-1 of the Notice of 51^st Annual General Meeting.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been taken on record by Company.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationships or transactions with the Company, other than receiving the sitting fees

a) APPOINTMENT/ RESGINATION/ REDESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. DURING THE YEAR UNDER REVIEW

Board Approval	Shareholder Approval	Name of Key Managerial Personnel	Particulars
		Ms. Priya Pandey	Ms. Priya Pandey, Company Secretary & Compliance Officer of the Company tendered her resignation w.e.f June 24, 2023 from the Company
August 12,2023		Mr. Manas Mengar (DIN: 10218206)	The Board of Directors at its meeting held on August 12,2023 considered and approved > Appointment of Mr. Manas Mengar (DIN: 10218206) as the Additional Independent Director of the Company for

		Ms. Krupali Shah	the period of Five (5) consecutive years. > Appointment of Ms. Krupali Shah as the Company Secretary and Compliance Officer of the Company.
	September 26, 2023	Mr. Manas Mengar (DIN: 10218206)	The members of the Company at its 50th Annual General Meeting held on September 26, 2023 regularized the position of Mr. Manas Mengar from Non-Executive Additional Independent Director to Non-Executive Independent Director of the Company
		Dr. Subhash Salunke (DIN: 07940567)	Dr. Subhash R Salunke, Independent Director of the Company took the retirement from the Company w.e.f September 28,2023 on account of completion of his term as per regulation 17(A) of the SEBI(LODR)Regulations,2015
		Mr. Arvind Kumar Bhanushali (DIN: 00011903)	Mr. Arvind Kumar Bhanushali, Executive Director of the Company tendered his resignation w.e.f February 13, 2024 from the Company due to his personal reasons

II. AFTER THE COMPLETION OF THE YEAR UNDER REVIEW

Nil

KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are/were the Key Managerial Personnel of the Company as on March 31,2024:

1. Mr. Pankaj Shah- Managing Director & Chief Executive Officer

2. Mr. Nikunj Mange- Executive Director

3. Mr. Balkrishna Talawadekar- Chief Financial Officer

4. Ms. Priya Pandey - Company Secretary (Till June 24 ,2023)

5. Ms. Krupali Shah- Company Secretary (w.e.f August 12, 2023)

PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual performance Evaluation of:

i. Their own performance as a whole;

ii. Individual Directors Performance; and

iii. Performance of all Committees of the Board for the Financial Year 2023-24

In terms of the requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company was held on March 23, 2024. In which the performance of the Board as a Whole and of its Committees was evaluated by the Board through a structured questionnaire which covered various aspects such as the composition, quality and performance of the Board, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with Management, professional development, adequacy, appropriateness, and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors the performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The brief on the policy of nomination and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms part of the Annual Report of the Company. The Nomination and Remuneration Policy is also available on the website of the Company and can be accessed through the following web link:

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Nomination-and-Remuneration-Policy-Aspira-Pathlab.pdf

BOARD MEETINGS

During the year under the review, the Board of Directors met Four (4) times the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The dates of the Board Meeting are as follows:

• May 27, 2023

• August 12, 2023

• November 11, 2023 and

• February 13, 2024

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of good corporate governance practices. The terms of reference and the constitution of those Committees are in compliance with the applicable laws

In order to ensure focused attention on business, better governance and accountability, the Board has constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee

The details with respect to the Composition, terms of reference, etc. of the aforesaid committees are given in details in the "Corporate Governance Report" which is presented in a separate section and forms part of the Annual Report of the Company.

AUDIT COMMITTEE

The Audit Committee is constituted as per Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.

NOMINATION AND REMUNERATION COMMITTEE''

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Regulation 19 of the Listing Regulations read with Section 178 of the Companies Act, 2013. The details pertaining to its constitution, meetings, terms of reference etc. is provided under Corporate Governance section under head ''Nomination & Remuneration Committee''.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of the Listing Regulations read with Section 178(5) of the Companies Act, 2013.The details pertaining to its constitution, meetings, terms of reference etc. is briefly provided in the Corporate Governance Report under the head ''Stakeholders'' Relationship Committee''.

STATUTORY AUDITORS AND AUDITORS REPORT

At the 46^th Annual General Meeting of your Company held on September, 21 2019 the Members had approved the re-appointment of M/s. P Khetan & Co, Chartered Accountants, (FRN: 327386E) as Statutory Auditors of the Company to hold office for a second continuous period of five years, i.e. from conclusion of 46^th Annual General Meeting until the conclusion of 51^st Annual General Meeting of the Company (i.e. from the FY 2019-20 till FY 2023-24).

In the view of the above members are hereby requested to consider completion of tenure of M/s. P Khetan & Co. Chartered Accountants as statutory auditor, on completion of ten (10) ten years of their services in the Company are therefore now eligible to take retirement in compliance with the provisions of section 139(2)(ii) of the Companies Act, 2013.

The observations made in the Auditors'' Report of M/s. P Khetan & Co, Chartered Accountants (ICAI) for the year ended March 31, 2024, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comment under Section 134 of the Companies Act, 2013.

The Auditors'' Report to the Members does not contain any qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report. The Audit Report is enclosed with the financial statements forming part of this Annual Report.

The Audit Committee and Board of Directors in its meeting held on August 13,2024 recommends the members for the appointment of M/s. Sarda Soni Associates LLP (FRN:117235W) for a period of five (5) years starting from Financial Year 2024-25 till Financial Year 2028-29 and they shall hold the office till the conclusion of 56^th Annual General Meeting of the Company on such remuneration as may be mutually agreed upon between management and Auditor of the Company plus reimbursement of traveling expenses and out of pocket expenses.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nilesh A Pradhan & Co. LLP a firm of Practising Company Secretaries, Mumbai, as the Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year ended March 31, 2024

Further the Board of Directors in its Meeting held on May 28,2024 has approved the re-appointment of M/s. Nilesh A. Pradhan & Co., LLP, as the Secretarial Auditor of your Company for financial year 2024-25

The report given by Secretarial Auditor M/s. Nilesh A Pradhan & Co. LLP is a clean report on the Compliances of your Company in ''Form MR-3 ''annexed herewith as Annexure-II and forming the integral part of this Annual Report.

INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts) Rules, 2014 the Board of Directors on the recommendation of Audit Committee has re-appointed M/s. Vishal J Bhanushali, Chartered Accountants (FRN:145806W), Chartered Accountants as Internal Auditors of your Company for financial year 2024-25.

The Audit Committee in its quarterly meetings reviews the internal audit and internal control systems. The Company''s internal controls commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

Further the Board of Directors of your Company in its Meeting held on May 28, 2024 has re-appointed M/s. Vishal J Bhanushali, Chartered Accountants, as the Internal Auditors of your Company for financial year 2024-25

DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees,

including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24

In accordance with the requirement of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors of the Company confirm that:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013

a) that in the preparation of the annual accounts for the financial year ended 31^st March, 2024 the Indian Accounting Standards (Ind AS) have been followed and there are no material departures

b) such accounting policies have been selected and applied consistently and the Directors 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 on March 31, 2024 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care is 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 and detecting material fraud and other irregularities;

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

e) proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

WHISTLE BLOWER MECHANISM

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any {in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 (''the Act'') and Regulation 22 of the SEBI (LODR) Regulations, 2015}.

The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also available on your Company''s website at the below link

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Whistle-Blowers-Policy.pdf INSTANCES OF FRAUD, IF ANY, REPORTED BY AUDITORS

During the year under review, Auditors have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013

PREVENTION OF INSIDER TRADING

In order to restrict communication of Unpublished Price Sensitive Information (UPSI), the Company has adopted Code of Fair Disclosure of Unpublished Price Sensitive Information in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The said Code is available on the website of the Company at the Web link:

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Code-for-Fair-Disclosure-and-Conduct.pdf

Further the Company has adopted Structured Digital Database (SDD) in the Company as per the Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 and timely freezing the PAN of Designated Personnel''s to avoid the insider tradings.

The Company Secretary of the Company is the Compliance Officer for monitoring adherence to the said Regulations and in absence of Company Secretary, Chief Financial Officer act as Compliance Officer for the same.

MANAGEMENT DISUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''Listing Regulations''), a detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis (''MDA'') which forms part of this Report. The MDA report is attached herewith as Annexure-III to this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms part of the Annual Report of the Company.

CODE OF CONDUCT

Pursuant to Regulations 17(5) of the SEBI (LODR) Regulation, 2015, Your Company has formulated Code of Conduct for its Board of Directors and Senior Management, specifying duties of a Board Members and Senior Management Personnel as laid down in the Companies Act, 2013 and the same has been placed on Company''s website at the below link

www.aspiradiagnostics.com/wp-content/uploads/2024/02/code-of-conduct-for-Board-Members-and-Senior-Management-Personnel.pdf

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations_/2015 the constitution of a Risk Management Committee is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review your company has not qualified the criteria of Section 135 of the Companies Act, 2013 to constitute a CSR committee and to spend in CSR activity. However, your company assure that it will comply with Section 135 when the section will be applicable on company

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. All employees (permanent and trainees) are covered under the policy.

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has Internal Complaints Committee (ICC) providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the year under review, no such complaints have been filed with the Committee nor any complaints were outstanding at the beginning of the year.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return of the Company for the Financial Year 2023-24 shall be available on the website of the Company at www.aspiradiagnostics.com, under the section ''Investor Corner''.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is appended as Annexure- IV to this report.

GREEN INTITATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Annual Report along with Notice of 51^st Annual General Meeting of your Company will be sent to all Members whose email addresses are registered with your Company/ Depository Participant(s). For members who have not registered their e-mail addresses, are requested to register the same with their respective Depository Participants. This year physical copies of Annual Report 2023-24 will not be sent to any of the member.

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with. Your Company has duly complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges. Your Board looks forward for the long-term future with confidence, optimisms and full of opportunities.

For and on behalf of the Board of Directors ASPIRA PATHLAB & DIAGNOSTICS LIMITED

Sd/- Sd/-

Dr. Pankaj J Shah Mr. Nikunj Mange

Date: August 13, 2024 Managing Director & CEO Executive Director

_{Place: Mumbai} DIN :- 02836324 DIN: 08489442

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting 45^th Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2018 is summarized below:

Rs. In Lakhs

Particulars	2017-18	2016-17
Revenue from operations	435.78	75.88
Other Income	22.05	30.22
Total Income	457.83	106.74
Total Expenses	1016.05	382.45
Profit/(Loss)Before Tax	(558.23)	(276.35)
Tax	-	-
Current Tax	-	0.03
Deferred Tax	-	-
Net Profit /(Loss) After Tax	(558.23)	(276.32)

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is 457.83 lakhs as compared to 106.74 in previous year and loss increased to 558.23 lakhs as compared to 276.32 in last year. As the Company has started its business during last year only, it will take time to break even and earn profit.

DIVIDEND:

Your directors do not recommend any dividend in the absence of distributable surplus.

TRANSFER TO RESERVE:

During the year under review, no amount has been transferred to the General Reserve of the Company.

SHARE CAPITAL

There is no change in the authorized or paid-up equity share capital of the Company, for the period under report.

MANAGEMENT DISUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34 of the Listing Regulations, forms part of the Annual Report is attached herewith marked as Annexure - I.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATES COMPANIES:

The Company does not have any subsidiary/ joint venture or associate Company.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 76, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

All transactions with related parties were reviewed and approved by the Audit Committee.

All related party transactions entered into during FY 2017-18 were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company’s website.

There are no transactions to be reported in Form AOC-2.

PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has got delisting approval from Metropolitan Stock Exchange of India Limited w.e.f. April 12, 2018.

APPOINTMENT OF M/S. SHAREX DYNAMICS (INDIA) PVT. LTD AS THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY.

The Company has appointed M/S. Sharex Dynamics (India) Pvt. Ltd as Registrar and Transfer Agent (RTA) of the Company in place of Niche Technology Limited.

PARTICULARS OF EMPLOYEES

The information required in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2018 is provided as Annexure II to this Report.

DIRECTORS

a) RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Arvind Bhanushali, Director (DIN:00011903) Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The aforesaid re-appointment, with a brief profile and other related information of Mr. Arvind Bhanushali, forms part of the Notice convening the ensuing Annual General Meeting and the Directors recommend the same for your approval.

b) RESIGNATION OF DIRECTOR

Mr. Devdas Nair, Non-executive Independent Director and Mr. Bharat Dagha, Executive Director of the Company, resigned from the service of the Company with effect from August 23, 2017. The Board of Directors placed on record their sincere appreciation for the contribution made by Mr. Devdas Nair and Mr. Bharat Dagha.

c) APPOINTMENT OF DIRECTORS

The Board of Directors of the Company have appointed Dr. Subhash Salunke and Dr. Abhay Chowdhary as Additional Directors with effect from October 28, 2017 and February 05, 2018 respectively, who shall hold office till the date of ensuing Annual General Meeting, unless reappointed by the shareholders.

d) INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and the Listing Regulations.

e) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, following are the KMP of the Company. Please Read Section 203 of Company Act, 2013

1. Dr. Pankaj Shah, Managing Director

2. Dr. Chander Puri- CEO

3. Mr. Balkrishna Talawadekar- CFO

4. Ms. Mamta Mav- Company Secretary

f) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Companies Act, 2013. All Independent Directors of the Company at their meeting held on 5th February, 2018 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non Independent Directors as per the criteria adopted by the Board. The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc. The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company’s website.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. P Khetan & Co., Chartered Accountants, Kolkata, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

AUDITORS REPORT

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

INTERNAL AUDITORS

Based on the recommendation of the Audit Committee of the Company, the Board of Directors of the Company had appointed M/s. CNK & Associates LLP as the Internal Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31^st March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31^st March, 2018.

3. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

5. There are no material changes & 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 & the date of the report.

6. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. That 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.

8. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

RISK MANAGEMENT POLICY

The Risk Management policy of the Company lays down the framework of Risk Management promoting a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include scanning the business environment and Internal risk factors. Identified risks are used as one of the key inputs for the development of strategy and business plan.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31^st March, 2018 in prescribed form duly audited by the Practicing Company Secretary, Santoshkumar K Pandey, Mumbai is annexed herewith as annexure III and forming part of the report.

PREVENTION OF INSIDER TRADING

Your Company has adopted the “Code of Conduct on Prohibition of Insider Trading” and “Code for fair disclosure of Unpublished Price Sensitive Information” for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by insiders. The said codes are also available on the website of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report as Annexure - IV.

CORPORATE GOVERNANCE

Corporate Governance is essentially a system by which companies are governed and controlled by the management under the direction and supervision of the board in the best interest of all stakeholders. Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance Practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a separate report on Corporate Governance under Regulation 27 (2) is not applicable to the Company.

BOARD OF DIRECTORS:

a) COMPOSITION AND CATEGORIES OF DIRECTORS

The composition of the Board is in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of the Board of Directors consisted of an optimum combination of Executive and Non-Executive Directors and an optimum representation of Independent Directors.

Name of Director	Category
Mr. Avinash Mahajan	Chairman & Independent Director
Dr. Pankaj Shah	Managing Director
Dr. Chander Puri	CEO & Executive Director
Mr. Arvind Bhanushali	Promoter & Executive Director
Dr. Paresh Bhanushali	Promoter & Executive Director
Mrs. Mangala Prabhu	Independent Director
Ms. Vandana Bhansali	Independent Director
Dr. Subhash Salunke	Additional Independent Director (appointed on 28th October 2017)
Dr. Abhay Chowdhary	Additional Non-executive, Non-independent Director (Appointed on 05th February, 2018)
Bharat daga	Independent Director(resigned on 23rd August, 2017)
Devdas Nair	Independent Director(resigned on 23rd August, 2017)

b) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING (“AGM”):-

6 (six) meetings of the Board of Directors were held during the financial year 2017-18 i.e. on13th April 2017, 17^th May 2017, 11^th August, 2017, 23^rd August, 2018, 28^th October, 2018 and 5th February 2018.

The attendance record of all Directors is as under: -Kindly check at your end

Name of Director	No. of Board Meeting		Attendance at last AGM held on 25th September, 2017
	Eligibility to attend	Attended
Mr. Avinash Mahajan	6	4	No
Dr. Pankaj Shah	6	6	Yes
Dr. Chander Puri	6	6	Yes
Mr. Arvind Bhanushali	6	6	No
Dr. Paresh Bhanushali	6	5	Yes
Mrs. Mangala Prabhu	6	6	Yes
Ms. Vandana Bhansali	6	4	No
Mr. Devdas Nair (Resigned on 23rd August, 2017)	4	3	NA
Mr. Bharat Dagha (Resigned on 23rd August, 2017)	4	2	NA
Dr. Subhash Salunke (appointed on 28th October, 2017)	2	1	NA
Dr. Abhay Chowdhary(appointed on 05th February, 2018)	1	1	NA

COMMITTEES OF THE BOARD:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable statutes, rules and regulations applicable to the Company from time to time. The Committees also focus on critical functions of the Company in order to ensure smooth and efficient business operations. The Board of Directors is responsible for constituting, assigning, co-opting and fixing the terms of reference of these committees in line with the extant regulatory requirements. The Committees meets at regular intervals for deciding various matters and providing directions and authorizations to the management for its implementation.

Currently, the Board of Directors has the following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders’ Relationship Committee

The Audit Committee of the Company Comprises of following as members

Sr. No.	Name of Director	Designation in the committee
1.	Mrs. Mangala Prabhu	Chairperson
2.	Mr. Avinash Mahajan	Member
3.	Ms. Vandana Bhansali	Member
4.	Dr. Chander Puri	Member
5.	Mr. Arvind Bhanushali	Member

The Nomination and Remuneration Committee of the Company Comprises of following as members

Sr. No.	Name of Director	Designation in the committee
1.	Ms. Vandana Bhansali	Chairperson
2.	Mr. Avinash Mahajan	Member
3.	Mrs. Mangala Prabhu	Member

The Stakeholders Relationship Committee of the Company Comprises of following as members

Sr. No.	Name of Director	Designation in the committee
1.	Mrs. Mangala Prabhu	Chairperson
2.	Mr. Arvind Bhanushali	Member
3.	Dr. Chander Puri	Member

CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Company’s website at www.aspiradiagnostics.com

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is appended as Annexure V to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has formed a Committee to redress complaints received regarding sexual harassment. During the year under review, no such complaints have been filed with the Committee.

GENERAL

Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events during the year under review:

a) Change in nature of Company’s business

b) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

APPRECIATION

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders and last, but not the least our valued Members, for all their support and trust reposed in the Company.

FOR ASPIRA PATHLAB & DIAGNOSTICS LIMITED

(FORMERLY KNOWN AS UTKAL SOAP PRODUCTS LIMITED)

SD/- SD/-

Dr. Pankaj J Shah Arvind K Bhanushali

Managing Director Director

Place: Mumbai DIN :- 02836324 DIN: 00011903

Date: 11/08/18