Medinova Diagnostic Services Ltd

FINANCIAL PERFORMANCE REVIEW:

STANDALONE

During the year under review, the Company generated a total income of 766.87 lakhs, reflecting a decrease of approximately 4.61% compared to 803.90 lakhs in the previous year. Despite the decline in income, the Company achieved a net profit after tax of 88.94 lakhs, marking an increase of approximately 18.16% over the net profit of 75.27 lakhs reported in the previous financial year.

CONSOLIDATED

During the year under review, the Company recorded a total income of 995.85 lakhs, representing a decrease of approximately 3.91% compared to 1,036.34 lakhs in the previous year. Similarly, the net profit after tax stood at 189.67 lakhs, which is approximately 5.11% lower than the net profit of 199.89 lakhs reported in the previous financial year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Standalone and Consolidated Financial Statements o f the Company for the financial year ended March 31, 2025, are prepared in accordance with the applicable provisions of Companies Act 2013 (“Act”), Indian Accounting Standards (“Ind-AS”) and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”). The consolidated financial statements have been prepared based on audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.

MERGER / SCHEME OF AMALGAMATION:

The Board of Directors of the Company, at its meeting held on June 26, 2024, based on the recommendation of the Audit Committee, has considered and approved the Scheme of Amalgamation between Medinova Diagnostic Services Limited (“MDSL / The Company”) and Vijaya Diagnostic Centre Limited (“VDCL”), along with their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and rules made thereunder.

The Company had filed the scheme with stock exchange i.e., BSE Limited on June 28, 2024, and received the observation letter with “no adverse observations” dated 5^th December 2024.

Further, the Company has obtained approval from its shareholders at its meeting held on April 25, 2025, and the company has obtained the dispensation of the meeting of Unsecured Creditors and Unsecured Loan Creditor as they have conveyed their consent in writing for the Scheme of Amalgamation, pursuant to directions issued by the National Company Law Tribunal, Hyderabad Bench (“NCLT”) vide their order dated March 5, 2025.

A joint petition has been filed with the NCLT, Hyderabad bench on May 05, 2025, and the same is pending for approval before the NCLT. The Scheme would become effective from the April 01, 2024, i.e. appointed date, after receipt of all requisite approvals as mentioned in the Scheme.

The Scheme of Amalgamation, along with other relevant documents, can be accessed on the Company's website at: https://www.medinovaindia.com/investors.php

DIVIDEND:

The Board has not recommended any dividend for the year financial year 2024-25.

TRANSFER TO GENERAL RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

SHARE CAPITAL:

During the financial year 2024-25, there was no change in the authorised, subscribed, issued and paid-up share capital of the Company. As on March 31, 2025, the paid-up share capital of the Company stood at 9,98,16,400/- divided into 99,81,640 equity shares of 10/- each.

SUBSIDIARY COMPANIES:

Your Company does not have any Subsidiary Companies. However, as per explanation given to Section 2(87) of Companies Act, 2013 which defines Subsidiary Company, the Medinova Millennium MRI Services LLP is considered as a subsidiary being a body corporate.

Pursuant to proviso to Section 129(3) of the Act, a statement containing the brief details of performance and financials of the Subsidiary LLP for the financial year ended March 31, 2025 is attached as Annexure-A and forms part of this Report.

None of the Companies have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.

The annual financial statements of the subsidiary company will be made available to the members of the Company seeking such information and the same are available at the website of the Company www.medinovaindia.com under Investors' section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 (DIN: 0108599), will retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for reappointment.

A brief profile of Dr. Sura Surendranath Reddy and other related information is detailed in the Notice convening the 32^nd AGM of your Company.

The Company has received declarations / confirmations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Companies Act and Listing Regulations. 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.

In the opinion of the Board, Independent Directors fulfill the conditions specified in the Companies Act and Listing Regulations and are independent from management.

CHANGES IN COMPOSITION OF DIRECTORS AND KMP:

i. Mr. Ravi Kumar Reddy Kanamatareddy was appointed as Independent Director of the Company w.e.f. June 21, 2024, and subsequently approved by the shareholders of the company at the 31^st Annual General Meeting held on September 3, 2024. ii. Mr. Nikhil Rajmal Jain resigned from the position of Chief Financial Officer of the Company w.e.f. November 30, 2024. iii. Mr. Satish Bollineni was appointed as the Chief Financial Officer of the Company with effect from January 30, 2025.

Except as stated above, there were no changes in Directors and Key Managerial Personnel of the Company during the year under review.

MEETINGS OF BOARD:

During the year under review, the Board of Directors met Five (5) times. The composition of directors, their attendance and other details are as follows:

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of the Directors including Independent Directors, Board as a whole and Committees of the Board.

Questionnaire(s) for the purpose of evaluation have been framed on various parameters for each of the categories. These include quantitative questions along with an option to provide feedback for overall performance. Evaluation has been carried out by way of assigning the relevant rating in the range of 1-5 in the questionnaire(s).

The evaluation criteria for the Directors other than Independent Directors include adequate knowledge, competency, business & functional knowledge, leadership abilities, Professional conduct integrity etc. Evaluation criteria for Independent Directors include additional parameters such as independent judgement, independence, conflict of interest etc. Evaluation criteria for Committees of the Board include composition of committees, adequate representation of independent directors in the committees, recommendations of the Committees to the Board, terms of references of the Committees etc. Evaluation criteria for performance of the Board as a whole includes Composition of Board, Board process, corporate governance, disclosures etc.

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.

The Directors expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, the Board of Directors reconstituted the Audit Committee with effect from 21^st June 2024, by inducting Mr. K. Ravi Kumar Reddy, a Non-Executive Independent Director, as a member & Chairman of the Committee.

As on March 31, 2025, the composition of Audit Committee was as follows:

The Company Secretary & Compliance Officer of the Company acts as the Secretary of the Audit Committee.

The Audit Committee met 6 (six) times during the FY 2024-25 and the details of attendance of the meetings are as given hereunder;

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination & Remuneration Committee in compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, the Board of Directors reconstituted the Nomination & Remuneration Committee with effect from 21^st June 2024, by inducting Mr. K. Ravi Kumar Reddy, a Non-Executive Independent Director, as a member & Chairman of the Committee.

As on March 31, 2025, the composition of the Nomination and Remuneration Committee was as follows:

The Nomination and Remuneration Committee met 2 (two) times during the FY 2024-25 and the details of attendance of the meetings are as given hereunder;

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee in compliance with the provisions of the Companies Act 2013 and the Rules made thereunder. During the year under review, the Board of Directors reconstituted the Stakeholders Relationship Committee with effect from 21^st June 2024, by inducting Mr. K. Ravi Kumar Reddy, a Non-Executive Independent Director, as a member & Chairman of the Committee.

As on March 31, 2025, the composition of Nomination and Remuneration Committee was as follows:

The Stakeholders Relationship Committee met 1 (one) time during the FY 2024-25 and the details of attendance of the meetings are as given hereunder;

VIGIL / WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, a Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same has been uploaded on the website of the Company and the web-link is http://www.medinovaindia.com/investors.php

PUBLIC DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GUARANTEES AND INVESTMENTS:

The details of loans, guarantees/securities and investments by the Company, are provided in Notes to financial statements in terms of provisions of Companies Act and Listing Regulations.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the financial year under review. Accordingly, disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act in prescribed format Form AOC-2 is not applicable.

The Board has approved a policy for related party transactions and the said policy is available at website of the Company at http://www.medinovaindia.com/investors.php

MANAGEMENT'S DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis (‘MDA') Report detailing the overall industry structure, developments, performance and state of affairs of the Company's business, risks and concerns and other material developments during the Financial Year is annexed herewith as Annexure-B and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Listing Regulations, provisions relating to reporting on Corporate Governance as part of Annual Report of the Company, are not applicable to the Company.

COST RECORDS:

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

AUDITORS:

a) Statutory Auditors

M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, (Firm Registration No. 000125S), Chartered Accountants, were appointed as Statutory Auditors of the Company at the 28^th Annual General Meeting held on August 04, 2021 for a period of 5 years commencing form the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting to be held in the year 2026. The firm has consented and confirmed that the appointment is within the limit specified under section 141(3)(g) of the Companies Act, 2013. The Statutory Auditors have also confirmed that they are not disqualified to be appointed as such in terms of the proviso to Section 139(1), 141(2) and 141(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Report of M/s. M. Anandam & Co., on the Financial Statements of the Company for the Financial Year 2024-25 is part of this Annual Report and the report does not contain any qualification, reservation, adverse remark or disclaimer. Further the Auditor's Report being self-explanatory does not call for any further comments from the Board of Directors.

The Auditors have not reported any frauds to the Audit Committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. D. Balarama Krishna, Practicing Company Secretary, Hyderabad as Secretarial auditor to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is available as Annexure-C to this report.

There are no qualifications, reservation or adverse remark made in the Secretarial Audit Report.

c) Internal Auditors

Pursuant to the provision of the Section 138 of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014, as amended, Ms. Muttana Venkata Ramana was appointed, as the Internal Auditor of the Company with effect from January 30, 2025, for the FY 2024-25 and onwards. The Internal Auditor places its report on a quarterly basis before the Audit Committee of the company.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are as follows:

A. Conservation of Energy

The operations of your company do not consume high levels of energy. In its endeavour towards conservation of energy your Company ensures optimal use of energy, avoid wastages and endeavours to conserve energy as far as possible.

B. Technology Absorption

Your Company has not carried out any research and development activities and haven't absorbed any technology during the year under review.

C. Foreign Exchange Earnings and outgo: Nil

ANNUAL RETURN:

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the Company's website. The web-link as required under the http://www.medinovaindia.com/investors.php

RISK MANAGEMENT:

Your Company periodically assess the various elements and also procedures to mitigate such risk, from time to time. As on date of this report, your Company doesn't foresee any critical risk, which threatens its existence. The details of the risks concerning the Company are included in the Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls 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, the 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.

POLICY ON NOMINATION AND REMUNERATION:

In compliance with the requirements of Section 178 of the Act, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company's website. The web-link as required under the Act is http://www.medinovaindia.com/investors.php

The salient features of the NRC Policy are as under:

(1) Setting out the objectives of the Policy

(2) Appointment and removal of Directors, KMP and Senior Management

(3) Remuneration for the Executive Directors, KMP, Senior Management Personnel & other employees

(4) Remuneration to Non-Executive / Independent Directors

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-D.

There were no employees who had drawn remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to corporate social responsibility are not applicable to the Company in the reporting financial year.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.

NATURE OF BUSINESS AND MATERIAL CHANGES:

There is 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.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your 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 complaint on sexual harassment and no complaint was pending as on March 31, 2025.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors' Responsibility Statement, your 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) we have selected such accounting policies and applied them consistently and made judgements 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, 2025 and of the profit and loss of the Company for the year ended on that date;

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

DISCLSOURE RELATED TO INSOLVENCY AND BANKRUPTCY:

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

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company's Bankers, Associates, partners, clients, vendors, and Members of the Company and look forward for the same in equal measure in the coming years.