Equity Analysis

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.

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:

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.

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.

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:

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.

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

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

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.

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.

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.

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

Nil

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)

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

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

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.

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.

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’.

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’.

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.

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.

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

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.

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

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

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.

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.

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.

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

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.

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

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.

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’.

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.

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.

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.

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

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

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.

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.

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.