Vijaya Diagnostic Centre Ltd

corporategovernance/DIVIDEND-DISTRIBUTION-
POLICY.pdf .

The final dividend recommended for the financial
year 2024-25, is in compliance with the Dividend
Distribution Policy of the Company.

During the year under review, R71.67 Lakhs have been transferred to the General Reserves of the Company.

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 Vijaya Diagnostic
Centre Limited ("VDCL/The Company") and Medinova Diagnostic Services Limited ("MDSL"), 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 exchanges (i.e. BSE & NSE) on June 28, 2024, and received their
observation letter with "no adverse observations" dated December 5, 2024 from BSE Limited and observation
letter with "no objection" dated December 6, 2024 from National Stock Exchange of India Limited.

Further, the Company has obtained approval from its shareholders and creditors at their meetings held on
April 25, 2025, 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 5, 2025, and the same is pending for
approval before the NCLT. The Scheme would become effective from the April 1, 2024, i.e. appointed date, after
receipt of all requisite approvals as mentioned in the Scheme.

The Company has four (4) subsidiaries (including step down subsidiaries) as on March 31, 2025, 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.

Your Company does not have any Associate Company or Joint Venture as on March 31, 2025.

Your Company's Equity Share Capital position as at the beginning of the Financial Year 2024-25 (i.e., as on April 1,
2024) and as at the end of the said Financial Year (i.e., as on March 31, 2025) was as follows:

*During the Financial Year 2024-25, the Company has allotted 2,90,585 (Two Lakh Ninty Thousand Five Hundred and Eighty-five only) Equity
Shares of Face Value of 91/- (Rupees One only) each under the VDCL Employees Stock Option Plan, 2018 ("VDCL ESOP Plan"), pursuant to exercise
of options by eligible Employees under VDCL ESOP Plan 2018.

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,
Mr. Sunil Chandra Kondapally, 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, if any, 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.

The 2,90,585 (Two Lakh Ninty Thousand Five Hundred
and Eighty-five) 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, 2025, 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 Shareholders of the Company at the
Annual General Meeting held on September 6, 2024,
approved the re-appointment of Dr. Sura Surendranath
Reddy as a Whole time Director & Chairman and
Mr. Sunil Chandra Kondapally as Whole time
Director for a period of five (5) years with effect from
October 1, 2024.

Allotment of equity shares pursuant to the Employee Stock Option plan 2018 (ESOP 2018)*:

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, 2025:

*Mr. Narasimha Raju K.A., Chief Financial Officer (CFO) of the Company,
resigned from his position and was relieved from his duties with effect
from March 26, 2025.

Subsequently, the Board of Directors of the Company,
at its meeting held on May 12, 2025, appointed
Mr. S. Ramchandra Reddy as the Interim Chief Financial
Officer (CFO) with effect from the same date.

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 specified
in Companies Act, 2013 and SEBI Listing Regulations
and are independent from the management.

Further, all the Directors of the Company, including
Independent Directors, possess appropriate skills,
experience, and expertise in one or more areas such as
Board and Corporate Governance, Finance, Accounting
and Financial Reporting, Information Technology,
specialized industry knowledge, environmental
matters, and other disciplines relevant to the Company's
business operations.

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 senior management.

Periodic presentations were made at the Board
meetings appraising 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 2024-25. 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 constituted by the Board
of Directors and operate in accordance with their
respective terms of reference, which clearly define
their scope, composition, tenure, functioning, and
reporting framework. These Committees form an
integral part of the Company's governance structure
by focusing on specific areas requiring in-depth
attention and oversight.

Each Committee functions under the overall guidance
and supervision of the Board, with the Chairpersons
of the respective Committees regularly reporting to
the Board on key deliberations and decisions. The
recommendations made by the Committees are
placed before the Board for its consideration and
approval, thereby ensuring informed and effective
decision-making.

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.

M/s. B S R and Co., Statutory Auditors of the Company,
have confirmed that they are not disqualified from
continuing as Statutory Auditors under Section 141 of
the Companies Act, 2013 and/or any other applicable
law, and that their appointment is within the prescribed
ceiling limits.

The Notes on financial statements referred to in the
Auditor's Report are self-explanatory and do not call for
any further comments. The Auditor's 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 Board's 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 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 of
the Company, at their 22^nd AGM held on September
6, 2024, 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 2024-25,
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 2024-25 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 12, 2025, as the
"Cost Auditors" of the Company for the Financial Year
2025-26, 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 23^rd 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 2025-26.

The Board of Directors of your Company, at its
Meeting held on August 5, 2024, 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 2024-25, 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.

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.

In compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors of the Company has carried out the Annual
Performance Evaluation of the Board as a whole, its
committees, individual directors, and the Chairman.

A structured and comprehensive questionnaire was
developed for this purpose, taking into account various
parameters such as the composition and diversity of
the Board and its Committees, the effectiveness of the
Board's processes, culture, strategic focus, execution of
responsibilities, and overall governance. The Directors
confidentially responded to the questionnaire,
providing constructive feedback on the functioning
of the Board and suggesting ways to enhance its
effectiveness.

The performance evaluation of the Board, the Chairman,
and the Non-Independent Directors was undertaken
by the Independent Directors, in accordance with the
statutory requirements. Additionally, the Independent

Directors held a separate meeting to evaluate the
performance of Non-Independent Directors, the Board
as a whole, and the Chairperson. They also assessed
the quality, quantity, and timeliness of the flow of
information between the Company's management
and the Board.

The Board of Directors expressed satisfaction with
the overall performance evaluation process, which
reaffirmed the effectiveness of the governance
practices in place and highlighted areas for continuous
improvement.

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.

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.

Work-life balance and gender equality in caregiving
responsibilities remain at the heart of our evolving
people policies. To create a more equitable and
supportive workplace, the Company upgraded its
Maternity Benefit Policy into a comprehensive Parental
Benefit Policy, ensuring holistic coverage for all
employees, including those on Fixed Term Contracts.
The revised policy goes beyond traditional maternity
benefits, incorporating leave entitlements for critical
situations (such as stillbirth, child loss during maternity
leave, adoption leave etc.).

The company has complied with the Maternity Benefit
Act, 1961 and the disclosure as required are details
hereunder:

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.

M/s. Balarama Krishna & Associates, Practicing Company
Secretaries, 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 2024-25, 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 2024-25 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 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 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 duly complied with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules framed thereunder. In accordance with the
requirements of the Act, the Board of Directors has
constituted Internal Complaints Committees ("ICC") at
both the Head/Corporate Office and at Centre/Branch
levels to address and redress complaints of sexual
harassment in a timely and effective manner.

Status of Complaints under the POSH Act during the
Financial Year 2024-25 is detailed below:

Note: The Company maintains strict confidentiality in
dealing with such matters and ensures timely redressal
in accordance with applicable laws and internal policies.

Further, neither the Managing Director nor the Whole-
time Directors of the Companyreceive 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.

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 Wednesday,
May 8, 2024, has granted 2,41,470 (Two Lakh Forty-
One Thousand Four Hundred and Seventy only)
Employee Stock Options (ESOPs) convertible into
2,41,470 equity shares of face value of P1/- each under
the ESOP Plan.

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.viiayadiagnostic.com/investors/annual-
reports .

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,
2025 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 2024-25, 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 23^rd Annual General Meeting of the Company
including the Annual Report for the FY2024-25 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.