Directors Report of Vijaya Diagnostic Centre Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the 23^rd (twenty third) Annual Report on the business and operations of
Vijaya Diagnostic Centre Limited (âthe Companyâ or âVDCLâ) and the Audited Financial Statements for the financial
year ended March 31, 2025.

FINANCIAL SUMMARY

The financial performance of the Company for the year ended March 31, 2025, is summarized below:

FINANCIAL PERFORMANCE

The standalone and consolidated financial statements
of the Company for the financial year ended
March 31, 2025, have been prepared in accordance
with the applicable Indian Accounting Standards
(Ind-AS) and the provisions of Companies Act, 2013.

Standalone Performance

During the FY 2024-25, the Company reported
a Standalone Total Income of R64,643.78 Lakhs
compared to R54,646.16 Lakhs in the previous year.
The Standalone Net Profit After Tax of the Company
stood at R13,501.22 Lakhs compared to R11,460.20
Lakhs in the previous year.

Consolidated Performance

During the FY 2024-25, the Company reported a
Consolidated Total Income of R69,970.96 Lakhs
compared to R56,862.33 Lakhs in the previous year.
The Consolidated Net Profit After Tax of the Company
stood at R14,379.35 Lakhs compared to R11,963.71
Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial
Statements of the Company for Financial year

2024-25 are prepared in accordance with the
applicable provisions of Companies Act 2013
(âCompanies Actâ), Indian Accounting Standards
(âInd-ASâ) and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing
Regulationsâ). 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.

DIVIDEND

Your directors are pleased to recommend a final
dividend of R2/- per equity share of face value of R1/-
each for the Financial Year 2024-25, for approval by the
Members at the 23^rd Annual General Meeting (âAGMâ)
of the Company.

As per Regulation 43A of SEBI Listing Regulations, the
Company has adopted a Dividend Distribution Policy
which is available on the website of the Company
at: https://images.viiavadiagnostic.com/investor/

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.

Particulars	Standalone		Consolidated
Particulars	2024-25 \|	2023-24	2024-25 \|	2023-24
Total Income	64,643.78	54,646.16	69,970.96	56,862.33
Total Expenses	46,513.6	39,398.99	50,654.55	40,994.24
Profit before Tax	18,130.18	15,247.17	19,316.41	15,868.09
Provision for Tax	4,628.96	3,786.97	4,937.06	3,904.48
Profit after Tax	13,501.22	11,460.20	14,379.35	11,963.71
Other Comprehensive Income	(24.10)	(12.44)	0.39	(11.22)
Total Comprehensive Income for the Period	13,477.12	11,447.76	14,379.74	11,952.49
Basic EPS (in R)	13.16	11.21	13.95	11.62
Diluted EPS (in R)	13.14	11.18	13.92	11.59

TRANSFER TO GENERAL RESERVES

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

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 Vijaya Diagnostic
Centre Limited (âVDCL/The Companyâ) and Medinova Diagnostic Services Limited (âMDSLâ), 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 observationsâ dated December 5, 2024 from BSE Limited and observation
letter with "no objectionâ 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 (âNCLTâ)
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 Scheme of Amalgamation, along with other relevant documents, can be accessed on the Companyâs website
at: https://www.viiavadiagnostic.com/investors/scheme-of-amalgamation

SUBSIDIARY COMPANIES

The Company has four (4) subsidiaries (including step down subsidiaries) as on March 31, 2025, which are as
follows:

1.	Medinova Diagnostic Services Limited	Subsidiary
2.	P H Diagnostic Centre Private Limited	Wholly-Owned Subsidiary
3.	VDC Diagnostics (Karnataka) LLP	Wholly-Owned Subsidiary
4.	Medinova Millennium MRI Services, LLP	Step-Down Subsidiary

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.

The Company has placed separately, the audited accounts of its subsidiaries on its website at https://www.
viiayadiagnostic.com/investors/financials-subsidiaries in compliance with the provisions of Section 136 of the
Companies Act, 2013. Audited financial statements of the Companyâs 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.viiavadiagnostic.com/investor/corporategovernance/MATERIAL-
SUBSIDIARY-POLICY.pdf

CHANGES IN SHARE CAPITAL OF THE COMPANY

Your Companyâs 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:

Category of Authorised Share Capital			Issued, Subscribed & Paid-up Share Capital
^{Share Capital} no. of Face Shares Value Per Share (^)		Total Amount (^)	No. of Shares	Face Value Per Share (^)	Total Amount (^)
As on April 1, 2024:
Equity Share 12,05,00,000	1/-	12,05,00,000/-	10,23,45,693	1/-	10,23,45,693
Total 12,05,00,000		12,05,00,000/-	10,23,45,693		10,23,45,693/-
Changes during the year under review:
Allotment of equity shares pursuant to the Employee Stock Option plan 2018 (ESOP 2018)*:
May 3, 2024			1,70,384	1/-
June 8, 2024			81,373	1/-
July 31, 2024			24,820	1/-
November 7, 2024			7,192	1/-
February 4, 2025			6,816	1/-
Total no. of equity shares allotted under ESOP 2018			2,90,585		2,90,585/-
As on March 31, 2025:
Equity Share 12,05,00,000	1/-	12,05,00,000/-	10,26,36,278	1/-	10,26,36,278/-
Total 12,05,00,000		12,05,00,000/-	10,26,36,278		10,26,36,278/-

*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 Planâ), pursuant to exercise
of options by eligible Employees under VDCL ESOP Plan 2018.

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 (âNSEâ) and BSE Limited (âBSEâ).

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

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Directors

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.

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 Directorâs 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.

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.

Key Managerial Personnel

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:

1.	Dr. Sura - Surendranath Reddy	Executive Chairman
2.	Ms. Sura Suprita - Reddy	Managing Director & Chief Executive Officer
3.	Mr. Sunil Chandra - Kondapally	Executive Director
4.	Mr. Narasimha Raju - KA*	Chief Financial Officer (CFO)
5.	Mr. Hansraj Singh -	Company Secretary & Compliance Officer

*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.

DECLARATION BY INDEPENDENT
DIRECTORS

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 Companyâs
business operations.

FAMILIARIZATION PROGRAMME

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 Companyâs businesses, the
challenges posed and an overview of future business
plans, including:

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

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

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

â¢ Strategic outlook and the way forward.

MEETINGS OF BOARD OF DIRECTORS

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.

COMMITTEES OF THE BOARD

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
Governanceâ, which forms part of this Annual Report.
During the year under review, all the recommendations
of the Audit committee were accepted by the Board.

AUDITORS AND AUDITORS'' REPORT

I. Statutory Auditors

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
Auditorâs Report are self-explanatory and do not call for
any further comments. The Auditorâs 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 Boardâs Report.

II. Cost Records and Cost Auditors

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 Auditorsâ 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 Auditorsâ 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.

III. Secretarial Auditor and Secretarial Audit
Report

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 Auditorâ 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.

The Secretarial Audit Report submitted by
Mr. D. Balaramakrishna, for the Financial Year 2024-25
is annexed as Annexure - II to this Boardâs Report.

The Secretarial Auditorâs 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 2024-25 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.

Pursuant to the amended Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, vide SEBI Notification dated
December 12, 2024, and in accordance with the
provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company, at its meeting
held on July 28, 2025, based on the recommendation of
the Audit Committee, has approved the appointment of
M/s. Balaramakrishna & Associates, Practising Company
Secretaries, a peer-reviewed firm (Firm Registration
Number: S2021TL825900) as Secretarial Auditors of
the Company for a term of five (5) consecutive financial
years commencing from FY 2025-26 to FY 2029-30,
subject to the approval of the Members at the ensuing
Annual General Meeting.

M/s. Balaramakrishna & Associates, Practising
Company Secretaries, have provided their consent
to be appointed as the Secretarial Auditors of the
Company for a term of five (5) consecutive financial
years commencing from FY 2025-26 to FY 2029-30.
They have confirmed that they are not disqualified
from being appointed as Secretarial Auditors under
applicable laws. Furthermore, they have confirmed
that they have undergone the peer review process
conducted by the Institute of Company Secretaries
of India (ICSI) and hold a valid Peer Review Certificate
issued by the Peer Review Board of ICSI.

The Board arrived at this decision after evaluating
various parameters, including the firmâs industry
experience, the competency of its audit team,
efficiency in the conduct of audits, and demonstrated
independence.

Accordingly, the approval of the Members is being
sought for the appointment of M/s. Balaramakrishna
& Associates as Secretarial Auditors of the Company at
the ensuing 23^rd Annual General Meeting.

IV. Internal Auditor

Your Company has a 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.

INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY

Your Company has established and maintains
an adequate internal financial control system,
commensurate with the size, scale, and complexity
of its operations. The Company has instituted robust
policies and procedures to ensure the orderly and
efficient conduct of its business, safeguarding of
assets, prevention and detection of fraud, accuracy
and completeness of accounting records, and timely
preparation of reliable financial information.

The internal control framework is further strengthened
through a comprehensive programme of internal and
external audits, as well as periodic reviews conducted by
the Management. This multi-layered approach ensures
that financial and operational records are accurate
and dependable, thereby supporting the preparation
of credible financial statements and facilitating
accountability for the Companyâs assets.

The Statutory Auditors and Internal Auditors are
regularly invited to the meetings of the Audit
Committee, where they present their observations
and assessments regarding the adequacy and
effectiveness of the internal financial controls. Based on
these presentations and its own evaluation, the Audit
Committee provides its recommendations and insights
to the Board of Directors for continuous improvement
in the Companyâs internal control environment.

LOANS, GUARANTEES OR INVESTMENTS

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 2024-25, have
been provided in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts,
arrangements, and transactions entered by the
Company with related parties were in the ordinary
course of business and conducted on an arm''s length
basis. There were no material related party transactions
requiring disclosure under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014. Accordingly, the
disclosure in Form AOC-2 is Not applicable.

The details of related party transactions, as required
under applicable accounting standards, are disclosed
in the notes to the financial statements forming part of
this Annual Report.

The Company has established a robust system for
obtaining prior omnibus approval from the Audit
Committee on an annual basis for related party
transactions that are of a repetitive and foreseeable
nature. This mechanism ensures operational efficiency

while maintaining compliance with applicable
regulatory requirements. All transactions entered
pursuant to such omnibus approvals are periodically
reviewed by the Audit Committee. A detailed statement
of related party transactions, including their nature,
value, and terms, is placed before the Committee for its
review and oversight, thereby ensuring transparency
and accountability in the Companyâs dealings with
related parties.

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 (âRPT Policyâ) 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 Companyâs website at https://images.
viiavadiagnostic.com/investor/corporategovernance/
Related-Partv-Transaction-Policv.pdf

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

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.

ANNUAL EVALUATION OF BOARD''S
PERFORMANCE

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
Boardâs 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 Companyâs 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.

PUBLIC DEPOSITS

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.

RISK MANAGEMENT

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.

COMPLIANCE WITH SECRETARIAL
STANDARDS

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

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

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 Directorsâ Report.

ANNUAL RETURN

The Annual Return for financial year 2024-25 is
available on the website of the Company at https://
www.viiayadiagnostic.com/investors/annual-return

SIGNIFICANT AND MATERIAL ORDERS

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
Companyâs operations in future.

PARTICULARS OF EMPLOYEES

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 [email protected]

COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

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:

Particulars	No. of Employee
Employees who availed	13
Maternity leave
Employees who returned to work	8
till March 31^st, after maternity
leave ended
Employees who returned after	To be provided in
maternity leave ended and who	the next financial
were still employed 12 months	year,
after their return	FY 2025-26

CORPORATE GOVERNANCE

In accordance with Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulationsâ), 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 Auditorâ of your
Company, has certified your Companyâs 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.

MANAGEMENT DISCUSSION AND
ANALYSIS

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.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report (âBRSRâ) for Financial Year 2024-25 is presented
as a separate section and forms part of this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY

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.viiayadiagnostic.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.

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

The Company has always believed in providing a safe
and harassment free workplace for every individual
working in Companyâs 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 ("ICCâ) 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:

Particulars	No. of Complaint
Compliant pending at beginning of Financial Year	0
Complaint received during Financial Year	1
Compliant resolved during Financial Year	1
Compliant pending at end of Financial Year	0

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

NOMINATION AND REMUNERATION
POLICY

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.viiavadiagnostic.
com/investor/corporategovernance/NOMINATION-
REMUNERATION-POLICY.pdf

Further, neither the Managing Director nor the WholeÂ¬
time Directors of the Companyreceive any remuneration
or commission from any of its subsidiaries.

WHISTLE BLOWER/VIGIL MECHANISM

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 Companyâs 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 Companyâs Directors
and employees and it is available on the website of
your Company at https://images.viiayadiagnostic.com/
investor/corporategovernance/WHISTLE-BLOWER-
POLICY.pdf

EMPLOYEE STOCK OPTION PLAN

VDCL Employee Stock Option Plan 2018 ("ESOP Planâ)
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 Regulationsâ). 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.

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.
viiayadiagnostic.com/investors/annual-reports.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5)
of the Companies Act, with respect to Directorsâ
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.

DISCLOSURE RELATED TO INSOLVENCY
AND BANKRUPTCY

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.

DETAILS OF DIFFERENCE BETWEEN
THE AMOUNT OF VALUATION AT THE
TIME OF ONE-TIME 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 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.

GREEN INITIATIVES

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).

ACKNOWLEDGEMENT

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.

By order of the Board
For Vijaya Diagnostic Centre Limited

Sd/-

Dr. Sura Surendranath Reddy

Date: July 28, 2025 Executive Chairman

Place: Hyderabad DIN: 00108599

Mar 31, 2024

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.

FINANCIAL SUMMARY

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

('' in Lakhs)

Financial Performance	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	54,646.16	46,415.26	56,862.33	47,337.34
Total Expenses	39,193.99	35,287.96	16,073.09	11,351.00
Profit before Tax	15,247.17	11,127.30	15,868.09	11,351.00
Provision for Tax	3,786.97	2,803.91	3,904.48	2,830.30
Profit after Tax	11,460.20	8,323.39	11,963.71	8,520.70
Other Comprehensive Income	(12.44)	19.39	(11.22)	20.16
Total Comprehensive Income for the Period	11,447.76	8,342.78	11,952.49	8,540.86
Basic EPS (in '')	11.21	8.16	11.62	8.29
Diluted EPS (in '')	11.18	8.12	11.59	8.26

FINANCIAL PERFORMANCE

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.

Standalone Performance

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.

Consolidated Performance

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.

CONSOLIDATED FINANCIAL STATEMENTS

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 Actâ), Indian Accounting Standards

("Ind ASâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ). 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.

DIVIDEND

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://imaaes.viiavadiaanostic. com/investor/corporategovernance/DIVIDEND-DISTRIBUTION-POLICYpdf

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

TRANSFER TO GENERAL RESERVES

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

SUBSIDIARY COMPANIES

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

1.	Medinova Diagnostic Services Limited	- Subsidiary
2.	P H Diagnostic Centre	- Wholly-Owned
	Private Limited	Subsidiary
3.	VDC Diagnostics	- Wholly-Owned
	(Karnataka) LLP	Subsidiary
4.	Medinova Millennium	- Step-Down
	MRI Services, LLP	Subsidiary

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/ Targetâ) 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 Hâ 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 ("Doctorslabâ) a wholly owned subsidiary and Namrata Diagnostic Centre Private Limited ("Namrataâ), 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

CHANGES IN SHARE CAPITAL OF THE COMPANY

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

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Category of Share Capital	Authorised Share Capital		Issued, Subscribed & Paid-up Share Capital
Category of Share Capital	No. of Shares Face Value Per Share ('')	Total Amount ('')	No. of Shares Face Value Per Share ('')		Total Amount ('')
As on April 1, 2023:
Equity Share	12,05,00,000 1/-	12,05,00,000/-	10,20,71,175	1/-	10,20,71,175/-
Total	12,05,00,000	12,05,00,000/-	10,20,71,175		10,20,71,175/-
Changes during the year under review:
Allotment of equity shares pursuant to the Employee Stock Option plan 2018 (ESOP 2018)¹:
June 21, 2023			46,118	1/-	46,118/-
August 22, 2023			1,50,189	1/-	1,50,189/-
November 3, 2023			41,157	1/-	41,157/-
February 6, 2024			37,054	1/-	37,054/-
Total no. of equity shares allotted under ESOP 2018			2,74,518		2,74,518/-
As on March 31, 2024:
Equity Share	12,05,00,000 1/-	12,05,00,000/-	10,23,45,693	1/-	10,23,45,693/-
Total	12,05,00,000	12,05,00,000/-	10,23,45,693		10,23,45,693/-

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.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Directors

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 & CEOâ), 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.

Key Managerial Personnel

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:

1.	Dr. Sura Surendranath Reddy	- Executive Chairman
2.	Ms. Sura Suprita Reddy	- Managing Director & Chief Executive Officer
3.	Mr. Sunil Chandra Kondapally	- Executive Director
4.	Mr. Narasimha Raju KA	- Chief Financial Officer
5.	Mr. Hansraj Singh	- Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS

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.

FAMILIARIZATION PROGRAMME

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:

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

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

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

â¢ Strategic outlook and the way forward.

MEETINGS OF BOARD OF DIRECTORS

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.

COMMITTEES OF THE BOARD

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 Governanceâ, which forms part of this Annual Report. During the year under review, all the recommendations of the Audit committee were accepted by the Board.

AUDITORS AND AUDITORS'' REPORT

I. Statutory Auditors

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.

II. Cost Records and Cost Auditors

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 Auditorsâ 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 Auditorsâ 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.

III. Secretarial Auditor and Secretarial Audit Report

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 Auditorâ 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.

IV. Internal Auditor

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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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.

LOANS, GUARANTEES OR INVESTMENTS

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 Policyâ) 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. viiavadiaanostic.com/investor/corporateaovernance/Related-Partv-Transaction-Policv.pdf

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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.

PUBLIC DEPOSITS

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.

RISK MANAGEMENT

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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.

ANNUAL RETURN

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

SIGNIFICANT AND MATERIAL ORDERS

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.

PARTICULARS OF EMPLOYEES

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@ viiayadiagnostic.in

CORPORATE GOVERNANCE

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

Mr. D. Balaramakrishna, Practicing Company Secretary, who is also the "Secretarial Auditorâ 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.

MANAGEMENT DISCUSSION AND ANALYSIS

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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.

CORPORATE SOCIAL RESPONSIBILITY

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://imaaes.viiavadiaanostic.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.

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

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 ("ICCâ) 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 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.

NOMINATION AND REMUNERATION POLICY

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:// imaaes.viiavadiaanostic.com/investor/corporateaovernance/ NOMINATION-REMUNERATION-POLICYpdf

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

WHISTLE BLOWER/VIGIL MECHANISM

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://imaaes.viiavadiaanostic.com/investor/ corporategovernance/WHISTLE-BLOWER-POLICYpdf

EMPLOYEE STOCK OPTION PLAN

VDCL Employee Stock Option Plan 2018 ("ESOP Planâ) 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 Regulationsâ). The said ESOP Plan has also been ratified subsequently by the shareholders through postal ballot post listing of shares, on January 1 1, 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.viiavadiaanostic.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.viiayadiaqnostic.com/ investors/disclosure-of-events

DIRECTORS'' RESPONSIBILITY STATEMENT

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 iudgments 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.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME 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 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.

GREEN INITIATIVES

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).

ACKNOWLEDGEMENT

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.

By order of the Board For Vijaya Diagnostic Centre Limited

Sd/-

Dr. Sura Surendranath Reddy

Date: May 8, 2024 Executive Chairman

Place: Hyderabad DIN: 00108599

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 2018â), pursuant to exercise of options by eligible Employees under ESOP 2018.

Mar 31, 2023

Your Directors have pleasure in presenting the Twenty First (21^st) 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, 2023.

FINANCIAL SUMMARY

The financial performance of the Company for the year ended March 31, 2023, is summarized below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22

Revenue from Operations	44,957.93	45,087.93	45,922.27	46,236.99
Earnings Before Depreciation, Interest, Tax and Exceptional Items	17,897.01	19,985.58	18,202.73	20,369.01
Finance Cost	2,087.61	1,625.56	2,094.79	1,645.03
Depreciation	6,139.43	5,213.65	6,172.01	5,268.61
Profit before Tax	11,127.30	14,438.08	11,351.00	14,738.43
Provision for Tax	2,803.91	3,627.61	2,830.30	3,671.67
Profit after Tax	8,323.39	10,810.47	8,520.70	11,066.76
Other Comprehensive Income	19.39	19.10	20.16	20.66
Total Comprehensive Income for the Period	8,342.78	10,829.57	8,540.86	11,087.42
Basic EPS	8.16	10.60	8.29	10.76
Diluted EPS	8.12	10.54	8.26	10.69

FINANCIAL PERFORMANCE

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the applicable Indian Accounting Standards (Ind-AS) and the provisions of Companies Act, 2013.

Standalone Performance

During the year under review, your Company generated revenue of H 44,957.93 Lakhs as compared to H 45,087.93 Lakhs in the previous year registering a decline of 0.29%. EBITDA for the year declined by 10.45% to H17,897.01 lakhs against H 19,985.58 lakhs in the previous year. The Profit before the Tax for the year is at H 11,127.30 lakhs as against H 14,438.08 Lakhs in the previous year. The Net Profit after tax is H 8,323.39 Lakhs as against H 10,810.47 Lakhs in the previous year. The diluted earnings per share stood at H 8.12 compared to H 10.54 in previous year.

Consolidated Performance

During the year under review, your Company generated consolidated revenue of H45,922.27 Lakhs as compared to H 46,236.99 Lakhs in the previous year registering a decline of

0.68%. EBITDA for the year declined by 10.64% to H 18,202.73 lakhs against H 20,369.01 lakhs in the previous year. The Profit before Tax for the year is at H 11,351.00 lakhs as against H 14,738.43 Lakhs in the previous year. The Net Profit after tax is

H 8,520.70 Lakhs as against H 11,066.76 Lakhs in the previous year. The diluted earnings per share stood at H 8.26 compared to H 10.69 in previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements of the Company for Financial year 2022-23 are prepared in accordance with the applicable provisions of Companies Act 2013 (âCompanies Actâ), Indian Accounting Standards (âInd-ASâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). 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.

DIVIDEND

The Board of Directors of your Company has recommended final dividend for the Financial Year 2022-23 @100%, i.e. Re.1/-per equity share of face value of Re. 1/- each, as final dividend for the Financial Year 2022-23, for approval by the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

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.viiayadiagnostic.com/ investor/corporategovernance/DIVIDEND-DISTRIBUTION-POLICY.pdf

The dividend declared by the Company for the financial year

ended March 31, 2023 is in compliance with the Dividend Distribution Policy of the Company.

TRANSFER TO GENERAL RESERVES

During the year under review, H 75.52 Lakhs have been transferred to the General Reserves of the Company.

SUBSIDIARY COMPANIES

Your Company has the following five (5) subsidiaries (including

step down subsidiaries) as on March 31, 2023.

1. Medinova Diagnostic Services Limited

2. Doctorslab Medical Services Private Limited

3. Namrata Diagnostic Centre Private Limited

4. VDC Diagnostics (Karnataka) LLP

5. Medinova Millennium MRI Services, LLP

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, 2023. None of the Companies have become or ceased to become subsidiary, associate and ioint

ventures during the year under review.

The Company has placed separately, the audited accounts of

its subsidiaries on its website at https://www.viiayadiagnostic. 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://imaqes.viiayadiaqnostic.com/investor/ corporategovernance/MATERIAL-SUBSIDIARY-POLICY.pdf

CHANGES IN SHARE CAPITAL OF THE COMPANY

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1, 2022) and as at the

end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital	Authorised Share Capital Face No. of Shares Value Per Total Amount (H) Share (H)			Issued, Subscribed & Paid-up Share Capital Face No. of Shares Value Per Total Amount (H) Share (H)
As on April 1, 2022:
Equity Share	12,05,00,000	1/-	12,05,00,000/-	10,19,65,926	1/-	10,19,65,926/-
Total	12,05,00,000		12,05,00,000/-	10,19,65,926		10,19,65,926/-
Changes during the year under review:
âAllotment of equity shares under Employee Stock Option plan 2018 (ESOP 2018):
June 06, 2022				64,832	1/-	64,832/-
July 25, 2022				13,989	1/-	13,989/-
September 17, 2022				19,049	1/-	19,049/-
November 07, 2022				5,466	1/-	5,466/-
February 13, 2023				1,913	1/-	1,913/-
Total no. of equity shares allotted under ESOP 2018				1,05,249		1,05,249/-
As on March 31, 2023:
Equity Share	12,05,00,000	1/-	12,05,00,000/-	10,20,71,175	1/-	10,20,71,175/-
Total	Â¦12,05,00,000		12,05,00,000/-	10,20,71,175		10,20,71,175/-
*During the Financial Year 2022-23, your Company has allotted 1,05,249 (Oi			ne Lakh Five Thousand Two Hundred and Forty Nine only) Equity Shares of Face Value of
Re.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 aforementioned 1,05,249 (One Lakh Five Thousand Two Hundred and Forty Nine only) 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).

Apart from the above, your company has not issued equity shares with differential rights as to dividend, voting or otherwise.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

As on March 31, 2023, our Board consists of two (2) Executive Directors, 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 has based on the recommendation of the Nomination and Remuneration Committee approved the appointment of Ms. Sura Suprita Reddy (DIN: 00263618) as Managing Director & Chief Executive Officer (âMD & CEOâ), not liable to retire by rotation, for a term of five (5) years i.e. from July 01, 2023 to June 30, 2028, which is subject to the approval of the shareholders at the ensuing AGM.

In the opinion of the Board, all the Independent Directors of the Company possesses 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.

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, Mrs. Sura Geeta Reddy, will retire by rotation at the ensuing AGM and being eligible offered herself 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.

On the basis of 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.

KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Anusha Kanumuru had resigned as Company Secretary & Compliance Officer of the Company effective from December 03, 2022 and Mr. Hansraj Singh was appointed as Compliance Officer the Company from December 22, 2022 by way of circular resolution of the Board and appointed as Company Secretary of the Company with effect from February 13, 2023 by the approval of the Board of Directors at their meeting.

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 were the Key Managerial Personnel of the Company as on March 31, 2023:

1. Dr. Sura Surendranath Reddy - Executive Chairman

2. Mr. Sunil Chandra Kondapally - Executive Director

3. Ms. Sura Suprita Reddy - Chief Executive Officer

4. Mr. Narasimha Raju KA - Chief Financial Officer

5. Mr. Hansraj Singh - Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS

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.

FAMILIARIZATION PROGRAMME

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.

â¢ Macro-economic view of the industry in which the Company operates.

â¢ Budgets, operations and performance of the business and relevant regutatory/tegat updates in the statutes applicable to the Company.

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

â¢ Strategic future outlook and the way forward.

MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board of Directors are prescheduted and intimated to att the Directors in advance, in order to help them ptan their schedute. However, in case of speciat and urgent business needs, approvat is taken either by convening meetings at a shorter notice with consent of att the Directors or by passing a Resotution through CircuLation, as permitted by taw. Video conferencing facitities are provided to enabte active participation by Directors who are unabte to attend the meetings in person.

There were five (5) Meetings of the Board of Directors hetd during the Financiat Year 2022-23. The detaits of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annuat Report. The provisions of Act and the SEBI Listing Regutations were adhered to, white considering the time gap between any two meetings.

COMMITTEES OF THE BOARD

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 ptay a cruciat rote in the governance structure of the Company and they deat with specific areas of concern for the Company that needs a ctoser review. The Committees operate under the direct supervision of the Board and Chairpersons of the respective Committees report to the Board about the detiberations and decisions taken by the Committees. The recommendations of the Committees are submitted to the Board for approvat.

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

1. Audit Committee

2. Stakehotders Retationship Committee

3. Nomination and Remuneration Committee

4. Corporate Sociat Responsibitity Committee

5. Risk Management Committee

The detaits of att the Committees atong with their charters, composition and meetings hetd during the year, are provided in the "Report on Corporate Governanceâ, which forms part of this Annuat Report. During the year under review, att the recommendations of the Audit committee were accepted by the Board.

STATUTORY AUDITORS

The sharehotders at their 16^th Annuat Generat Meeting (AGM), approved the appointment of B S R & Associates LLP, (Firm Registration No.116231W/W-100024) as the Statutory Auditors of the Company, for a term of five (5) years to hotd the office from the conctusion of the 16^th AGM untit the conctusion of the 21^st AGM of the Company on such remuneration as may be determined by the Board of Directors.

M/s. B S R and Co, Chartered Accountants (ICAI Firm No. 128510W), a networking firm of B S R & Associates LLP, based on the recommendation of the Audit Committee and the Board of Directors at their meetings hetd on May 29, 2023, witt be re-appointed as the Statutory Auditors by the Company in the ensuing 21^st AGM to be hetd for the Financiat Year 2022-23 for a period of five (5) years, as per the provisions of the Companies Act, 2013. They have indicated their wittingness to continue as the Statutory Auditors of the Company for the next term, and hence their reappointment is being recommended to the Members of the Company, for a further period of five (5) years, from the conctusion of 21^st AGM untit the conctusion of 26^th AGM of the Company to be hetd in the Catendar year 2028 on such remuneration as may be agreed by the Board, in addition to the appticabte 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 financiat statements referred to in the Auditor''s Report are seLf-expLanatory and do not catt for any further

comments. The Auditor''s Report does not contain any quatification, reservation, adverse remark, or disctaimer.

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

COST RECORDS AND COST AUDITORS

M/s. Santhosh & Associates, Cost Accountants, Hyderabad

(Firm Registration No.: 003955) was appointed by the Board of Directors at its Meeting hetd on May 26, 2022, as the "Cost Auditorsâ of the Company for the Financiat Year 2022-23, 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 Sharehotders of the Company, at their 20^th AGM hetd on September 28, 2022, had ratified the remuneration payabte 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 2022-23, 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 2022-2023 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 29, 2023, as the âCost Auditorsâ 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 are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 21^st 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 2023-2024.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of your Company, at its Meeting held on

August 9, 2022, had appointed Mr. D Balaramakrishna, Practicing Company Secretary (C.P. No. 22414), as the âSecretarial Auditorâ of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, 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 2022-23 is annexed as Annexure - II to this Board''s Report.

The Secretarial Auditor''s 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 2022-23 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.

INTERNAL AUDITOR

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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place an 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, 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 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.

LOANS, GUARANTEES OR INVESTMENTS

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 2022-23, have been provided in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts/arrangements/ transactions entered into 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 into 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.

reporting of related party transactions. The RPT Policy as approved by the Board is available on the Company''s website at https://images.viiayadiagnostic.com/investor/ corporateqovernance/Retated-Party-Transaction-Poticy.pdf

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

However, with effect from January 01, 2023, the Company has changed its method of depreciation on all Property, Plant and Equipment from Written Down Value ("WDVâ) method to Straight Line Method ("SLMâ), based upon the technical assessment of expected pattern of consumption of the future economic benefits embodied in the assets. Consequently, the depreciation on such assets has been charged as per WDV method from April 01, 2022 to December 31, 2022. However, with effect from January 01, 2023, the carrying value of the assets as on December 31, 2022 has been depreciated as per SLM over the remaining useful lives of the assets.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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 Board''s 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.

PUBLIC DEPOSITS

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.

RISK MANAGEMENT

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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.

ANNUAL RETURN

The Annual Return for financial year 2022-23 is available on the website of the Company at https://www.viiayadiagnostic.com/ investors/annual-return

SIGNIFICANT AND MATERIAL ORDERS

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.

PARTICULARS OF EMPLOYEES

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.

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 [email protected]

CORPORATE GOVERNANCE

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ),

a detailed report on Corporate Governance is included in the Annual Report.

Mr. D. Balaramakrishna, Practicing Company Secretary, who is also the âSecretarial Auditorâ 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.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the

Financial Year 2022-23, 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Securities Exchange Board of India (SEBI) had introduced new requirements for sustainability reporting by listed entities. The new reporting called the Business Responsibility and Sustainability Report (''BRSR'') has replaced the existing Business Responsibility Report. In terms of the aforesaid

amendment, with effect from the financial year 2022-23, reporting of BRSR is made mandatory for the top 1000 listed companies (by market capitalization).

The BRSR of the Company for financial year 2022-23 as required under SEBI Listing Regulations is presented as a separate section and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

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 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.viiayadiagnostic. 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.

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

The Board of Directors of your Company has constituted Internal Complaints Committees (âICCâ) 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 ICC at the Head Office level comprised of the following Members as on March 31, 2023:

Sl. No.	Name of the Committee Members	Designation	Category
1.	Ms. Nandini Koindala	Manager-Lab services (Biochemistry)	Chairperson
2.	Dr. Geeta R Jahagirdar	AGM-Lab Services (Pathology)	Member
3.	Ms. Vijaya Sree Mathe	DGM-Quality Assurance	Member
4.	Dr. Bikash Kumar Chaudhury	Director-Lab Services	Member
5.	Mr. Damodher Reddy	Manager-HR Operations	Member
6.	Mr. Hansraj Singh Rajput	Company Secretary & Compliance Officer	Member
7.	Ms. Renu Kapoor	External Advisor	Member-Social Worker

The Company has adopted a policy against sexuat harassment in tine with the provisions of Sexuat Harassment of Women at Workplace (Prevention, Prohibition and Redressat) Act, 2013 and the Rules framed thereunder. The Company has constituted Internal Complaints Committee for redressat of complaints on sexuat harassment. During the year, the Company had not received any comptaints on sexuat harassment.

NOMINATION AND REMUNERATION POLICY

In comptiance with the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Board had framed a Nomination

and Remuneration Poticy for setection and appointment of Directors, Key Manageriat Personnet, senior management and their remuneration. The Company affirms that the remuneration paid is as per Nomination and Remuneration Poticy of the Company. The said Poticy is avaitabte on the website of the Company at https://imaqes.viiayadiaqnostic.com/investor/ corporategovernance/NOMINATION-REMUNERATION-POLICY.pdf

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

WHISTLE BLOWER / VIGIL MECHANISM

The Company has estabtished a Vigit Mechanism, which inctudes a Whistte Btower Poticy, for its Directors and Emptoyees, to provide a framework to facititate responsibte and secure reporting of concerns of unethicat behaviour, actuat or suspected fraud or viotation of the Company''s Code of Conduct & Ethics. Att emptoyees shatt be protected from any adverse action for reporting any unacceptabte or improper practice and/ or any unethicat practice, fraud, or viotation of any taw, rute or regutation.

This Poticy is atso appLicabte to your Company''s Directors

and emptoyees and it is avaitabte on the website of your Company at https://images.viiayadiagnostic.com/investor/ corporategovernance/WHISTLE-BLOWER-POLICY.pdf

EMPLOYEE STOCK OPTION PLAN

VDCL Emptoyee Stock Option Ptan 2018 (âESOP Ptan'''') has

been formutated and approved by the Board of Directors and Shareholders of the Company on May 3, 2018 and subsequentty amended on March 25, 2021 and August 16, 2021

to be in tine with the SEBI (Share Based Emptoyee Benefits and Sweat Equity) Regutations, 2021 (âESOP Regutations"). The said ESOP Ptan have atso been ratified subsequentty by the sharehotders through postat battot post tisting of shares, on January 11, 2022 in terms of ESOP Regutations. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter atia, administers and monitors the ESOP Ptan of the Company. During the year under review, no new ESOPs were granted to any emptoyees of the Company.

The detaits in respect of ESOPs as required under Companies Act, 2013 and ESOP Regutations are annexed herewith as Annexure-VI and avaitabte on the website of the company at https://www.viiayadiagnostic.com/investors/disctosure-of-events

Further the certificate from the Secretariat Auditors of the Company certifying that the Company''s Stock Option Ptan is being imptemented in accordance with the ESOP Regutations and the resotution passed by the Members, is ptaced on the Company''s Website at https://www.viiayadiagnostic.com/ investors/disctosure-of-events

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annuat accounts, the appticabte accounting standards had been fottowed atong with proper exptanation retating to materiat departures;

b) Directors have setected such accounting poticies and apptied them consistentty and made iudgments and estimates that are reasonabte and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and toss 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 irregutarities;

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

e) The Company had taid down internat financiat controts to be fottowed by the Company and that such internat financiat controts are adequate and were operating effectivety; and

f) Directors have devised proper systems to ensure comptiance with the provisions of att appticabte taws and that such systems were adequate and operating effectivety.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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

GREEN INITIATIVES

In commitment to keep in Line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 21^st Annual General Meeting of the Company including the Annual Report for the FY 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

ACKNOWLEDGEMENT

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.

By order of the Board For Vijaya Diagnostic Centre Limited

Dr. Sura Surendranath Reddy

Place: Hyderabad Executive Chairman

Date: May 29, 2023 DIN: 00108599

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