Vijaya Diagnostic Centre Ltd

Dear Shareholders,

The Board of Directors is pleased to present the 22^nd (twenty second) Annual Report on the business and operations of Vijaya Diagnostic Centre Limited (‘the Company' or ‘VDCL') and the Audited Financial Statements for the financial year ended March 31, 2024.

The financial performance of the Company for the year ended March 31, 2024, is summarized below:

( in Lakhs)

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and the provisions of Companies Act, 2013.

During the FY 2023-24, the Company reported a Standalone Total Income of 54,646.16 Lakhs compared to 46,415.26 Lakhs in the previous year. The Standalone Net Profit After Tax of the Company stood at 11,460.20 Lakhs compared to 8,323.39 Lakhs in the previous year.

During the FY 2023-24, the Company reported a Consolidated Total Income of 56,862.33 Lakhs compared to 47,337.34 Lakhs in the previous year. The Consolidated Net Profit After Tax of the Company stood at 11,963.71 Lakhs compared to 8,520.70 Lakhs in the previous year.

The Standalone and Consolidated Financial Statements of the Company for Financial year 2023-24 are prepared in accordance with the applicable provisions of Companies Act, 2013 ("Companies Act"), Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The consolidated financial statements have been prepared based on the audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.

Your directors are pleased to recommend a final dividend of 1/- per equity share of face value of 1/- each for the financial year ended March 31, 2024.

The final dividend, subject to the approval of Members at the Annual General Meeting on Friday, September 6, 2024, will be paid to the Members whose names appear in the Register of Members, as on the Record date, i.e. August 30, 2024.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at - https://images.vijayadiagnostic. com/investor/corporategovernance/DIVIDEND-DISTRIBUTION-POLICY.pdf

The final dividend recommended for the financial year ended March 31, 2024, is in compliance with the Dividend Distribution Policy of the Company.

During the year under review, 164.56 Lakhs have been transferred to the General Reserves of the Company.

The Company has four (4) subsidiaries (including step down subsidiaries) as on March 31, 2024, which are as follows:

There was no material change in the nature of the business carried on by the subsidiaries during the year under review.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary Companies is prepared in Form AOC-1 and is annexed herewith as Annexure-I.

During the year under review, the Company has acquired 100% stake by way of purchase of equity shares from the existing shareholders of P H Diagnostic Centre Private Limited ("P H/ Target") on December 21, 2023, for a cash consideration and as per the terms and conditions of the Share Purchase Agreement entered between the Company, P H and the sellers.

After completion of the aforesaid acquisition, "P H" has become a wholly owned subsidiary (‘WOS') of the Company with effect from December 21, 2023.

During the year under review Doctorslab Medical Services Private Limited ("Doctorslab") a wholly owned subsidiary and Namrata Diagnostic Centre Private Limited ("Namrata"), step-down subsidiary of the Company (Non-functional and Non-material subsidiary) made application u/s 248 of the Companies Act, 2013 to strike off name from the Register of Companies, which has been approved by the Registrar of Companies, on April 6, 2024 and the names of the said Companies has been struck off and both the Companies are dissolved with effect from that date.

Your Company does not have any Associate Company or Joint Venture as on March 31, 2024.

The Company has placed separately, the audited accounts of its subsidiaries on its website at https://www.vijayadiagnostic. com/investors/financials-subsidiaries in compliance with the provisions of Section 136 of the Companies Act, 2013. Audited financial statements of the Company's subsidiaries will be provided to the Members, on request.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://images.vijayadiagnostic.com/investor/ corporategovernance/MATERIAL-SUBSIDIARY-POLICY.pdf

Your Company's Equity Share Capital position as at the beginning of the Financial Year 2023-24 (i.e., as on April 1, 2023) and as at the end of the said Financial Year (i.e., as on March 31, 2024) was as follows:

*During the Financial Year 2023-24, the Company has allotted 2,74,518 (Two Lakhs Seventy-Four Thousand Five Hundred and Eighteen only) Equity Shares of Face Value of 1/- (Rupees One only) each under the VDCL Employees Stock Option Plan, 2018 ("ESOP 2018"), pursuant to exercise of options by eligible Employees under ESOP 2018.

The 2,74,518 (Two Lakhs Seventy-Four Thousand Five Hundred and Eighteen) Equity Shares rank pari-passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

During the year under review, your Company has not issued any Equity Share with differential rights, Sweat Equity Shares or Bonus Shares.

As on March 31, 2024, our Board consists of three (3) Executive Directors including one (1) Managing Director, one (1) Non-Executive, Non-Independent Director and four (4) Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations.

Further, the Board of Directors of the Company at its meeting held on May 29, 2023, based on the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Ms. Sura Suprita Reddy (DIN: 00263618) as Managing Director & Chief Executive Officer ("MD & CEO"), not liable to retire by rotation, for a term of five (5) years i.e. effective from July 1, 2023 to June 30, 2028, which was approved by the shareholders at the 21^st Annual General Meeting held on September 20, 2023.

Further, the Shareholders of the Company at the Annual General Meeting held on September 30, 2019, approved the re-appointment of – (i) Dr. Sura Surendranath Reddy as a Whole-Time Director & Chairman for a period of five (5) years with effect from October 1, 2019, and the said term will expire on September 30, 2024; and also reappointed (ii) Mr. Sunil Chandra Kondapally as a Whole-Time Director for a period of five years with effect from October 1, 2019 and the said term will expire on September 30, 2024.

Considering Dr. Sura Surendranath Reddy and Mr. Sunil Chandra Kondapally background, experience & contribution made towards the growth/success of the Company and basis the performance evaluation exercise, the Board of Directors in their meeting on May 8, 2024, recommended their re-appointment (including remuneration structure) effective from October 1, 2024 as Whole-Time Directors of the Company for a further period of five (5) years to the Members for approval.

In the opinion of the Board, all the Independent Directors of the Company possess requisite expertise, integrity and experience including proficiency. Further all the Independent Directors have confirmed that their respective names have been included in the Independent Director's Database as required under Section 150 of the Companies Act, 2013 and rules made thereunder.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Sura Surendranath Reddy, will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. The Board recommends the same to the shareholders for their approval.

In compliance with Regulation 36(3) of the SEBI Listing Regulations and the applicable provision of the Companies Act, 2013, brief resume and other details of all the directors proposed to be appointed/re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the commission, and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Based on the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013, and are also not debarred by SEBI or any other statutory authority for holding office of a Director. As required by Listing Regulations, a certificate from Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed to the Corporate Governance report which is forming part of the Annual Report.

Apart from the above, there have been no changes in the Directors.

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 the Key Managerial Personnel of the Company as on March 31, 2024:

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. In the opinion of the Board, Independent directors fulfill the conditions as specified in Companies Act and SEBI Listing Regulations and are independent from the management.

The Company has put in place a system to familiarize its Independent Directors. During the year under review the Independent Directors were familiarized with the Company, its business and the senior management.

Periodic presentations were made at the Board meetings apprising the Board Members about the finer aspects of the Company's businesses, the challenges posed and an overview of future business plans, including:

• Macro-economic view of the industry in which the Company operates;

• Budgets, operations and performance of the business and relevant regulatory/legal updates in the statutes applicable to the Company;

• Business model of the Company, risks and opportunities for the businesses and the growth levels for them; and

• Strategic outlook and the way forward.

The Meetings of the Board of Directors are prescheduled and intimated to all the Directors in advance, to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening meetings at a shorter notice with consent of all the Directors or by passing a Resolution through Circulation, as permitted by law. Video conferencing facilities are provided to enable active participation by Directors who are unable to attend the meetings in person.

There were five (5) Meetings of the Board of Directors held during the Financial Year 2023-24. The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report. The provisions of Act and the SEBI Listing Regulations were adhered to, while considering the time gap between any two meetings.

The Board Committees are set up by the Board and are governed by its terms of reference which exhibit the scope, composition, tenure, functioning and reporting parameters. The Board Committees play a crucial role in the governance structure of the Company, and they deal with specific areas of concern for the Company that needs a closer review. The Committees operate under the direct supervision of the Board and Chairpersons of the respective Committees report to the Board about the deliberations and decisions taken by the Committees. The recommendations of the Committees are submitted to the Board for approval.

The Board of Directors of your Company has formed various Committees, as per the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The various committees of the Board are as provided hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", which forms part of this Annual Report. During the year under review, all the recommendations of the Audit committee were accepted by the Board.

The shareholders at their 21^st Annual General Meeting (AGM), approved the appointment of M/s. B S R and Co., (Firm Registration No.: 128510W) as the Statutory Auditors of the Company, for a second term of five (5) years to hold the office from the conclusion of the 21^st AGM until the conclusion of the 26^th AGM of the Company on such remuneration as may be determined by the Board of Directors, in addition to the applicable taxes, reimbursement of out-of-pocket expenses as may be incurred in connection with the audit of the accounts of the Company.

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

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards' Report.

M/s. Santhosh & Associates, Cost Accountants, Hyderabad (Firm Registration No.: 003955) was appointed by the Board of Directors at its Meeting held on May 29, 2023, as the "Cost Auditors" of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 21^st AGM held on September 20, 2023, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2023-24, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

The Cost Auditor has submitted the Cost Audit Report for the financial year 2023-24 to the Board of Directors and the Board of Directors considered and examined the said report. The Cost audit report does not contain any qualification, reservation, adverse remark, or disclaimer.

M/s. Santhosh & Associates, Cost Accountants, Hyderabad has been re-appointed by the Board of Directors, at its Meeting held on May 8, 2024, as the "Cost Auditors" of the Company for the Financial Year 2024-25, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 22^nd AGM, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014. There is no change in the remuneration payable to the cost auditor for the FY 2024-25.

The Board of Directors of your Company, at its Meeting held on August 9, 2023, had appointed Mr. D Balaramakrishna, Practicing Company Secretary (C.P. No. 22414), as the "Secretarial Auditor" of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by Mr. D. Balaramakrishna, for the Financial Year 2023-24 is annexed as Annexure-II to this Boards' Report.

The Secretarial Auditors' Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations, the Company has also obtained Annual Secretarial Compliance report for the financial year 2023-24 from Mr. D. Balaramakrishna, Practicing Company Secretary and submitted the same to the Stock Exchanges where the shares of the Company are listed.

The Annual Secretarial Compliance report as submitted to the stock exchanges does not contain any qualification, reservation, adverse remark or disclaimer.

Your Company has robust internal audit team for carrying out the internal audit. Further, pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s. Laxminiwas & Co, Chartered Accountants, are the internal auditors of the Company. The Internal Auditors attend the respective Audit Committee Meetings, where internal audit reports are discussed.

Your Company has in place an adequate internal financial control commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2023-24, have been provided in the notes to the Financial Statement.

During the year under review, all contracts/arrangements/ transactions entered by the Company with related parties were in ordinary course of business and on an arm's length basis. There were no material related party transactions by the Company during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of transactions with related parties are provided in the notes to the Financial Statement.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transaction with related parties which are of a foreseeable and repetitive nature. The transactions entered pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, the Board has formulated and adopted a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, approval, monitoring and reporting of related party transactions. The RPT Policy as approved by the Board is available on the Company's website at https://images. vijayadiagnostic.com/investor/corporategovernance/Related-Party-Transaction-Policy.pdf

There was no change in the nature of business carried on by the Company during the year under review.

There are no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its committees. The performance evaluation of the Board as a whole, the Chairman of the Board and Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Boards' functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and ways and means to enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the entire evaluation process.

Further Independent directors had separately met to evaluate the performance of Non-Independent Directors, Board as a whole, Chairperson and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 76 of the Companies Act, read with Companies (Acceptance of Deposits) Rules, 2014.

Your Company through its Risk management policy periodically assesses the risk elements, mitigates the different kinds of risks which the Company faces in its day-to-day operations and incorporates such risk mitigation plans in its business operational plans. As on date of this report, your Company does not foresee any critical risk, which threatens its existence.

Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Annual Report.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure-III to this Directors' Report.

The Annual Return for financial year 2023-24 is available on the website of the Company at https://www.vijayadiagnostic.com/ investors/annual-return

During the year under review no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

The statement containing 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, forms part of this Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to Shareholders, excluding the aforementioned information. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at cs@ vijayadiagnostic.in

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

Mr. D. Balaramakrishna, Practicing Company Secretary, who is also the "Secretarial Auditor" of your Company, has certified your Company's compliance with the requirements of Corporate Governance in terms of Regulation 34 of the SEBI Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

The Management Discussion and Analysis Report for the Financial Year 2023-24, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (‘BRSR') for Financial Year 2023-24 is presented as a separate section and forms part of this Annual Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with CSR Rules, the Company has constituted the Corporate Social Responsibility (CSR) Committee. The details of the CSR Committee are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The Board, on the recommendation of the CSR Committee, adopted a CSR Policy. The aid CSR Policy is available on the website of the Company at https://images.vijayadiagnostic.com/ website/CSR-POLICY.pdf

The Annual Report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-V to this Report.

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head/Corporate Office as well as Centre/Branch levels, pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

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

The Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has constituted Internal Complaints Committee for redressal of complaints on sexual harassment. During the year, the Company had not received any complaints on sexual harassment.

In compliance with the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Board had framed a Nomination and Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel, senior management and their remuneration. The Company affirms that the remuneration paid is as per Nomination and Remuneration Policy of the Company. The said Policy is available on the website of the Company at https:// images.vijayadiagnostic.com/investor/corporategovernance/ NOMINATION-REMUNERATION-POLICY.pdf

Further, neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company's Directors and employees and it is available on the website of your Company at https://images.vijayadiagnostic.com/investor/ corporategovernance/WHISTLE-BLOWER-POLICY.pdf

VDCL Employee Stock Option Plan 2018 ("ESOP Plan") has been formulated and approved by the Board of Directors and Shareholders of the Company on May 3, 2018, and subsequently amended on March 25, 2021, and August 16, 2021 to be in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("ESOP Regulations"). The said ESOP Plan has also been ratified subsequently by the shareholders through postal ballot post listing of shares, on January 11, 2022, in terms of ESOP Regulations. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the ESOP Plan of the Company.

During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company, at its meeting held on Monday, May 29, 2023, has granted 2,51,291 (Two Lakhs Fifty-One Thousand Two Hundred and Ninety-One only) Employee Stock Options (ESOPs) convertible into 2,51,291 equity shares of face value of 1/- each under the ESOP Plan.

The details in respect of ESOPs as required under Companies Act, 2013 and ESOP Regulations are annexed herewith as Annexure-VI and available on the website of the Company at https://www.vijayadiagnostic.com/investors/disclosure-of-events

Further the certificate from the Secretarial Auditors of the Company certifying that the Company's Stock Option Plan is being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, is placed on the Company's Website at https://www.vijayadiagnostic.com/ investors/disclosure-of-events

Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors' Responsibility Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

c) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) The 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; and

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

During the year under review, neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

During the Financial Year 2023-24, the Company has not made any settlement with its bankers for any loan(s)/facility(ies) availed or/and still in existence.

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 22^nd Annual General Meeting of the Company including the Annual Report for the FY2023-24 are being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

Your directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, financial institutions, banks and other business partners for the excellent support received from them during the year.

Your directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.