Star Imaging and Path Lab Ltd

Dear Members,

The directors are pleased to present this 20^a1 Director's Report of Star Imaging and Path Lab Pr?vate Limited ("the Company") along with the audited financial statements (Standalone and Consolidated) of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31 st March 2024 as compared to the previous financial year ended 31 st March 2023 is summarized below:

*The company has not incurred CSR spending for FY 2020-21 & 2021-22 during respective year but provided during the current FY 2023-24 of Rs 23,09,034/- as Prior Period Item.

2. FINANCIAL PERFORMANCE

During the FY 2023-24 (FY'24), your Company has shown a Gross revenue of INR 7850.36 (In Lakhs) as against 5837.12 (In Lakhs) in the FY 2022-23 (FY'23) on standalone basis. The Company has eamed a net profit of INR 1106.55 (In Lakhs) as compared to net profit of INR 70.51 (In Lakhs) in the previous year on standalone basis.

Further, During FY 2023-24 (FY'24), on Consolidated basis, your Company's Total revenues stood at Rs. 7878.41 (In Lakhs) as against Rs. 5853.23 (In Lakhs) in the FY 2022-23 (FY'23) on Consolidated basis. The Company posted profit after tax of Rs. 1112.50 (In Lakhs) in FY 2023-24 (FY'24) as against profit after tax of Rs. 71.01 (In Lakhs) in the previous year on Consolidated basis.

The Company will continu? to pursue expansi?n in the domestic market, to achieve sustained and profitable growth.

3. TRANSFER TO GENERAL RESERVE

During the Year under review, the Company has transferred Rs.l 106.55 lakh to General Reserve.

4. COMPANY OPERATIONS AND STATE OF AFFAIRS

The Company is engaged in the business of running diagnostic facilities & laboratorios for carrying out pathological investigations of various branches of Bio-chemistry, Hematology, Histopathology, Microbiology, Electrophoresis, Immuno-chemistry, Immunology, Virology, Cytology and other pathological and radiological investigations.

After closure of financial year 2023-24, the Members in their Extra-Ordinary General meeting (EGM) held on 12^a1 April 2024, has approved the conversi?n of the Company to Public Limited Company.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your directors are optimistic about Company's business and hopeful for better performance with increased revenue in next year. There was no change in the nature of business of the Company.

6. WEBLINK OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of draft annual retum as on 31^st March, 2024 on its website at www.slarimaging.in

7. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company

A) Authorized Share Capital

The authorized capital of the Company stands at INR 5,00,00,000/- (Rupees Five Crore Only) divided in to 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10 (Rupees Ten) each as on 31.03.2024. After the closure of Financial year 2023-24 the Members in Extra-ordinary General meeting (EGM) held on 13^th May, 2024 has increased the authorized Share capital of the Company from INR 5,00,00,000/- (Rupees Five Crore Only) to INR 25,00,00,000 (Rupees Twenty-Five Crore only) divided in to 2,50,00,000 (Two Crore Fifty Lakh) Equity Sitares of Rs. 10 (Rupees Ten) each.

B) Issue of equity shares with or without differential rights

During the year company has not issued any type of Equity Shares with or without differential rights.

C) Issue of sweat equity shares

During the year company has not issued any type of Sweat Equity Shares.

D) Issue of employee stock options

During the year company has not issued any type of employee stock options.

9. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, 9 (Nine) Board Meetings were held, and the details of such meetings & attendance are given hereunder. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.

10. DETAILS OF GENERAL MEETINGS

The Company has held its annual general meeting on 29^th September, 2023 and no extra-ordinary general meeting held during the year under review.

11. DETAILS OF SUBSIDLARY/JOINT VENTURES/ASSOCIATE COMPANY

As on March 31, 2024, the Company has 01 (One) subsidiary Company "Staredu Education and Training Institute Pr?vate Limited" located in India and there has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiaries for the financial year ended on 31 March 2024 in Fonn AOC-1 forms part of this Annual Report as annexure-‘l'

Pursuant to the Section 134(3) of the Companies Act, 2013 no fraud has been reported by auditors in the Company during the financial year ended on 3 l^st March, 2024.

12. DIRECTORS AND KEY MANAGERIAL PERSQNNEL

As on March 31,2024. the Company has four Directors. The composition of the Board of Directors is as under:

During the Year under review, Ms. Chhaya Gupta has appointed as Additional Director in the Board Meeting held on 20th March, 2024 with immediate effect and Ms. Monika Gupta has resigned from the position of director in the Company with effect from 01^st March, 2024

After the closure of the financial year 2023-24, the Board in their Meeting held on Olst July, 2024 appointed Dr. Ram Avtar Gupta is appointed as Chairman of the Company and Mr. Pawan Gupta appointed as Managing Director ofthe Company subject to the approval of Members in the next general meeting.

Mr. Vimal Kumar Gupta (DIN: 00226400) and Mr. Yogesh Kumar Virmani (DIN: 10669427) also appointed as Additional Directors of the company by the Board in their Meeting held on Olst July, 2024. Their appointments are subject to be regularization by the shareholders in the ensuing AGM of the company.

Mr. Arvind Gupta appointed by the Board dated 01^st July, 2024 has resigned from the position ofthe Chief Financial Officer of the Company with effect from 01^st September, 2024.

Further Ms. Nandita Singh appointed by the Board dated 01^st July, 2024 also resigned from the Position of Company Secretary and Compliance officer with effect from 01^st September, 2024

13. AUDIT COMMITTEE

Since the Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its Power) Rules, 2014 are not applicable on the Company, the Company is not required to constitute Audit Committee.

14. NOMINATION AND REMUNERATION COMMITTEE

The Company is not covered under Section 178 of the Companies Act, 2013 read with Companies (Meeting of Board and its Power) Rules, 2014, henee Nomination and Remuneration Committee need not to be constituted

M/s. BHS AND CO. Chartered Accountant recommended to appoint as the Statutory Auditors of the Company for term of term of 5 (five) consecutive years from conclusi?n of the 20th Annual General Meeting until the conclusi?n of the 25* Annual General Meeting of the Company, to be held for the financial year 2028- 29, at such remuneration as may be determined by the Board of Directors.

The statutory auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

16.DETAILS OF FRAUD AS PER AUDITOR'S REPORT

Pursuant to Section 134(3)(ca) of the Compaiiies Act, 2013, no fraud has been reported by auditors in the

Company during the f?nancial year ended March 31, 2024.

n.BQARD'S COMMENT ON THE AUDITORS' REPORT

The observations of the Statutory Auditors, along with the relevant notes to the accounts and accounting

policies, are self-explanatory and do not require any further explanaron required under section 134(3)(f),

during the f?nancial year under review.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

I. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. That the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a tme and fair view of the State of affairs of the Company at the end of the f?nancial year and of the profit and loss of the Company for that period:

III. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The aimual f?nancial statements for the year ended March 31, 2024 are prepared on a going concern basis;

V. The internal f?nancial Controls to be followed by the Company and such intemal f?nancial Controls are adequate and operating effectively;

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is amiexed herewith as annexure- ‘2'

20. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 fonn par? of the notes to the f?nancial statements provided in this Audit report fomiing part of Financial Statements.

21. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, related party transactions entered into by the Company with related parties referred to in sub- section (1) of Section 188 of the Companies Act, 2013 are disclosed in the Form AOC-2 attached as the Annexure-‘3' to this Directors Report.

22. DIVIDEND

In view of current and expected foreseeable growth opportunities, the Board intends to retain the f?nancial resources of the Company and therefore, f?nds it prudent not to propose any dividend for the year under reporting.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

During the f?nancial year under review, the following material changes took place:

The Members in Extra-Ordinary General meeting (EGM) held on 12^th April 2024, has approved the conversi?n of the Company to Public Limited Company subject to the approval of Registrar of Companies, NCT of Delhi and Haryana (R.O.C) and other regulatory authorities.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company Risk Management Policy as the elements of risk threatening the Company's existence are very minimal. The Board of Directors is responsible for implementation of the Risk Management Policy in forc? in the Company, and for the ongoing monitor and evaluation of risks. This responsibility is to be executed using appropriate methodology, processes and systems and the Company has allocated this responsibility to the relevant head of its vertical to identify the types of risk and its risk assessment, risk handling, monitoring and reporting.

The assels of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of prof?ts, etc. other risks which considered necessary by the management.

26. DEPOSITS

The Company, being a pr?vate limited Company, has not invited or accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and therefore the requirement of disclosure under Rule 8(5)(v) & Rule 8(5)(vi) of the Companies (Account) Rules, 2014 is not applicable.

27. CORPORATE SOCIAL RESPONSIBILITY

A detailed Report on Corporate Social Responsibility is annexed as annexure ‘4' as per the requirements under section 135 of the Companies Act, 2013

28.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal fmancial Controls of the Company are commensurate with the nature and size of business operations.

Your directors are of the view that there are adequate policies and proeedures in place in the Company so as to ensure:

1. The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to pemiit preparation of f?nancial statements in accordance with generally accepted accounting principies, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or tiinely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the f?nancial statements

29. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Persoimel) Rules, 2014, appointment of Secretarial Auditor is not applicable on Company

30. INTERNAL AUDIT

Internal Audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting proeedures and compliance with laws and regulations.

31. SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Companies Secretaries of India.

32. MANAGERIAL REMUNERATION

Being a Pr?vate Company, the provisions of Section 197 of the Companies Act, 2013 read the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company, during the financial year under review.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act') and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy. During the year under review, no complaints were received under the policy for prevention, prohibition & redr essal of sexual harassment of women at workplace.

34. MAINTENANCE OF COST RECORDS

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there was no instance of onetime settlement with any Bank / Financial Institution. Henee, the disclosure relating to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

36. PARTICULARS OF EMPLOYEES

Being a Pr?vate Company, the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure of particulars of employee is not applicable to the Company.

37. DETAIL OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

During the year under review, no such order has been passed by the Courts or tribunals impacting the operation of the Company.

38. DEMATER1LISATION OF SHARES

The Company has comiectivity with CDSL & NSDL for dematerialization of its equity shares. The ISIN INE0YG001013 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Paiticipants or in Physical form with the Company.

39. INDEPENDENT DIRECTORS AND OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS DURING THE YEAR

The provisi?n of Section 149 of the Companies Act, 2013 for the appointment of Independent Director is not applicable to the Company.

40. DETAILS OF APPLICATION/ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY COPE. 2016

Neither any application was made ?or ai'e any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE TIME OF SETTELEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTIUTIONS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure is required in this regard.

42. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and S?nior Management Persomiel of the Company. All Board members and S?nior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

43. ACKNO WLEDGMENTS

The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Govemments of various States in India. The Directors appreciate and valu? the contribution made by every member of the Star family.

FOR AND ON BEHALF OF THE BOARD FOR Star Imaging and Path Lab Pr?vate Limited