డైరెక్టర్ల నివేదిక Thyrocare Technologies Ltd.

Mar 31, 2025

Your Directors are pleased to present the Twenty-Fifth (25^th) Board Report of Thyrocare Technologies Limited
("Company/Thyrocare") together with the audited (Standalone and Consolidated) financial statements for the financial year
ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The summary of the Company''s audited financial performance, both standalone and consolidated, for the financial year
ended March 31, 2025, is given below:

Hin crore

	Standalone		Consolidated
Particulars 1	2024-25	2023-24 |	2024-25	2023-24
Revenue from operations	633.10	524.02	687.35	571.88
Other income	13.34	7.18	14.83	9.37
Total income	646.44	531.2	702.18	581.25
Expenses
Cost of materials consumed	177.28	155.39	188.27	164.51
Purchases of stock-in-trade	2.00	2.47	2.00	2.47
Changes in inventories of stock-in-trade	0.81	(0.28)	0.81	(0.28)
Employee benefits expense	118.56	102.92	126.77	107.86
Finance cost	2.63	3.73	3.05	4.20
Depreciation and amortisation expense	46.52	39.11	55.26	47.01
Other expenses	147.43	129.64	179.14	159.89
Total expenses	495.23	432.98	555.30	485.66
Profit before share of profit of associate, exceptional items and tax	151.22	98.22	146.88	95.59
Exceptional item	-	-	-	-
Share of (loss) / profit in associate	-	-	(1.44)	0.39
Profit before tax	151.22	98.22	145.44	95.98
Less: Current tax	47.77	30.03	47.82	30.12
Less: Deferred tax	7.66	(2.95)	(6.87)	(3.63)
Profit after tax	95.78	71.14	90.75	69.49
Other comprehensive income for the year, net of income tax	(0.73)	0.22	(0.77)	0.29
Total comprehensive income for the year	95.05	71.37	89.98	69.78

On a standalone basis, the Company recorded a Revenue from
Operations ofH633.10/- crores, during the financialyear 2024¬
25 as compared to H 524.02/- crores in the previous financial
year. Net profit after tax during financial year 2024-25 is
H 95.78/- crores as compared to a net profit after tax of
H 71.14/- crores in the previous financial year.

On a consolidated basis, the Company recorded a Revenue
from Operations of H 687.35/- crores, during FY 2024-25,
as compared to H 571.88/- crores in the previous financial
year. Net profit during FY 2024-25 is H 90.75/- crores as
compared to H 69.49/- crores in the previous financial year.

The financial statements of the Company for the financial
year ended March 31, 2025, forming part of this Annual
Report, are prepared in accordance with the Indian
Accounting Standards ("Ind AS") notified under Section
133 of the Companies Act, 2013, ("the Act") read with the
Companies (Accounts) Rules, 2014.

OVERVIEW

Thyrocare is India''s first IT-enabled, fully automated
diagnostic laboratory, delivering trusted healthcare
diagnostics since 1996. Headquartered in Navi Mumbai, the
Company operates a robust nationwide network of 29 NABL-
accredited laboratories, including 2 Central Processing
Lab ("CPL"), 19 Regional Processing Labs ("RPL"), 2 Zonal
Processing Labs ("ZPL"), and 6 Satellite Processing Labs
("SPL"), with a growing international footprint including a
lab in Tanzania. Its trusted brands—Aarogyam (preventive
health), Jaanch (doctor-curated diagnostics), and Her
Check (women''s wellness)—highlight its commitment to
quality and affordability. Thyrocare maintains industry¬
leading turnaround times, releasing 98% of reports within
six hours. With a culture rooted in innovation, inclusivity,
and operational excellence, Thyrocare continues to lead the
transformation in preventive and diagnostic healthcare.

The equity shares of the Company are listed on the National
Stock Exchange of India Limited and BSE Limited.

ACHIEVEMENTS AND KEY INITIATIVES TAKEN
BY THE COMPANY

During the financial year 2024-25, the Company achieved
several significant milestones and implemented key initiatives.

The milestones include:

1. Acquisition of diagnostics business of Polo Labs

Thyrocare completed the acquisition of diagnostics
business of Polo Labs Private Limited ("Polo Labs")
through Business Transfer Agreement. Polo Labs is a
pathology diagnostic company with a wide presence
in Punjab, Haryana and Himachal Pradesh, allowing
Thyrocare to expand its footprint in North India.

2. Acquisition of clinical diagnostic business of Vimta Labs

On October 11, 2024, Thyrocare completed the
acquisition of the clinical diagnostic business of Vimta
Labs Limited ("Vimta") through Business Transfer
Agreement. Vimta Clinical Diagnostics has presence in
Hyderabad, Varanasi, Vijayawada, Bhubaneswar, Delhi,
Visakhapatnam, Chennai, Tirupati, Patna and Kolkata.
This acquisition strengthens our footprint in southern
India, enabling us to serve a broader customer base with
high-quality, affordable diagnostics.

3. Thyrocare - ECG at Home

Now covering ECG at Home services in 1000 pincodes
with a dedicated fleet of 125 ECG Phlebos. Actively
serving insurance domains that require ECG and vitals
measurement at home for both Pre-Policy Medical
Checkups and Annual Health Checkups.

4. Thyrocare Laboratories (Tanzania) Limited

Our Tanzania Lab - Since going live in March 2024
and processing our first sample in April 2024, we have
successfully partnered with over 100 healthcare
facilities in Dar Es Salaam.

5. The Company increased the number of labs accredited
by the National Accreditation Board for Testing and
Calibration Laboratories ("NABL") from 25 to 29.

6. During the financial year the Company conducted
around 167.9 million tests, representing a 14%
year-on-year growth.

7. Revenue grew at an 18.3% CAGR during FYs 2021-25,
exceeding the 14.3% CAGR during FYs 2016-20.

8. The Company''s active franchisee base increased to
over 11,000, representing a 14% year-on-year growth

DIVIDEND

The Board of Directors ("the Board") at its meeting held on
April 23, 2025, has recommended a final dividend of H 21/-
per equity share, i.e. 210% of face value of H10/- each for the
financial year 2024-25, subject to approval of shareholders
at the ensuing 25th Annual General Meeting ("AGM")
of the Company.

The Dividend recommended is in accordance with the
Company''s Dividend Distribution Policy.

Pursuant to Regulation 43A of the Securities and Exchange
Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
the Board had formulated a Dividend Distribution Policy
("the Policy"). The Policy is available on the Company''s
website URL at: https://investor.thyrocare.com/wp-content/
uploads/2025/04/dividend-distribution-policy.pdf.

RESERVES

Your Directors do not propose to transfer any amount to any
reserve for the financial year 2024-25.

CHANGES IN SHARE CAPITAL OF THE COMPANY

There was no change in the authorised share capital of the
Company during the financial year under review.

However, the fully paid-up equity shares capital of the
Company increased on account of allotment of 40,775
(Forty Thousand Seven Hundred and Seventy-Five) new
equity shares of face value of H 10/- each (Rupees Ten
Only) to those eligible options holders who had exercised
their stock options granted to them under the Thyrocare
Employee Stock Option Scheme of the Company.

The summary of changes in share capital during the financial year 2024-25, is as under:

Particulars	Number of shares	Amount in J
Authorised Share Capital
Equity Shares of face value of rupees ten each	10,00,00,000	100,00,00,000
Issued, Subscribed and paid-up Equity Share Capital (Equity shares of face value of rupees ten each, fully paid-up)
Opening Balance as on April 01, 2024	5,29,52,676	52,95,26,760
Addition on account of allotment of shares under Thyrocare Employee Stock Option Scheme	40,775	4,07,750
Closing Balance as on March 31, 2025	5,29,93,451	52,99,34,510

Public Deposits

During the financial year 2024-25, the Company has not
accepted any deposits from the Public and as such, there
was no amount outstanding towards repayment of principal
or payment of interest as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
("KMP")

a) Changes in Directors and KMP

During the financial year under review, in accordance
with the provisions of the Act and the rules made
thereunder, the following changes occurred in
the constitution of the Board of Directors and Key
Managerial Personnel of the Company:

1. Mr. Nishant Shah (DIN: 09025935) was appointed
as an Independent Director of the Company for
a period of five years commencing from June
15, 2024, as approved by the Shareholders at
the preceding Annual General Meeting held on
August 23, 2024.

2. Mr. Anandh Sundar (DIN: 10409065) was appointed
as an Independent Director of the Company for
a period of five years commencing from June
15, 2024, as approved by the Shareholders at

the preceding Annual General Meeting held on
August 23, 2024.

3. The Second term of Mr. Gopalkrishna Shivaram
Hegde (DIN: 00157676) as an Independent
Director was completed on August 20, 2024,
accordingly he ceased to be an Independent
Director of the Company.

4. The Second term of Dr. Neetin Desai (DIN:
02622364) as an Independent Director was
completed on September 19, 2024, accordingly
he ceased to be an Independent Director
of the Company.

5. Mr. Ankit Brijpuriya tendered his resignation
from the post of Deputy Company Secretary
and Deputy Compliance Officer, with effect from
April 26, 2024.

6. Mr. Ramjee Dorai retired from the Services of the
Company with effect from the close of business
hours of the Company on January 31, 2025, and he
ceased to be Company Secretary and Compliance
Officer of the Company.

7. Mr. Brijesh Kumar was appointed as a Company
Secretary and Compliance Officer of the Company
with effect from January 31, 2025.

b) Composition of Board of Directors and KMP''s

Board of Directors

As on March 31, 2025, the Board of Directors of the Company comprised of 9 (Nine) Directors, including 1 (one) Managing
Director (Professional who is also an Executive Chairman of the Board), 3 (three) Non-Executive & Non-Independent
Directors, and 5 (five) Independent Directors (including two Independent Women Directors) as detailed hereunder:

Sr. No.	Name	DIN NO	Designation
1.	Mr. Rahul Guha	09588432	Managing Director, Chief Executive Officer and Chairman
2.	Mr. Dharmil Sheth	06999772	Non-Executive & Non-Independent Director
3.	Mr. Hardik Dedhia	06660799	Non-Executive & Non-Independent Director
4.	Dr. Dhaval Shah	07485688	Non-Executive & Non-Independent Director
5.	Dr. Indumati Gopinathan	06779331	Non-Executive & Independent Director
6.	Dr. Prapti Gilada	07125024	Non-Executive & Independent Director
7.	Dr. Harshil Vora	10232581	Non-Executive & Independent Director
8.	Mr. Nishant Shah@	09025935	Non-Executive & Independent Director
9.	Mr. Anandh Sundar@	10409065	Non-Executive & Independent Director

@Mr. Nishant Shah and Mr. Anandh Sundar were appointed as Independent Directors of the Company, with effect from June 15, 2024.

The details of the Board and committee positions,
tenure of Directors, areas of expertise and other details
have been disclosed in the Corporate Governance
Report, which forms part of this report, and is also
available on the Company''s website at https://investor.
thyrocare.com/board-of-directors

The composition of the Board of the Company is
in accordance with Section 149(4) of the Act and
Regulation 17 of the Listing Regulations. In terms
of the provisions of Sections 2(51) and 203 of the
Act, the Company had all three KMPs in place as on
March 31, 2025.

During the financial year under review, all the
Independent Directors of the Company have given
their respective declaration(s) of independence in
terms of Section 149(6) & (7) of the Act and Regulation
16(1)(b) of the Listing Regulations that he / she is not
aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair
or impact his / her ability to discharge his / her duties
with an objective independent judgment and without
any external influence. The Independent Directors
have complied with the Code of Conduct prescribed in
Schedule IV to the Act and the Company has received

affirmation for the same from all the Independent
Directors. The Independent Directors of the Company
have enrolled themselves with the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Board of Directors have taken on record declaration
and confirmation made by the Independent Directors.

Further, the Board of Directors of the Company has
satisfied itself and is of the opinion that the Independent
Director(s) possess relevant expertise and experience
(including the proficiency) and are persons of integrity.

Based on the declaration received from the directors,
none of the directors are disqualified under Section
164(2) of the Act or are debarred by SEBI or any other
statutory authority from holding a position as director
as of March 31, 2025.

Key Managerial Personnel

As on March 31, 2025, following are Key Managerial Personnel of the Company in terms of the provisions of Sections
2(51) and 203 of the Act:

Sr. .. Name No.	Designation	Date of change during the year, if applicable
1. Mr. Rahul Guha	Managing Director and Chief Executive Officer	No change.
2. Mr. Alok Kumar Jagnani	Chief Financial Officer
3. Mr. Brijesh Kumar	Company Secretary & Compliance Officer	Appointed with effect from January 31, 2025.

c) Directors Liable to retire by Rotation

In accordance with provisions of the Act and the Articles
of Association of the Company, Dr. Dhaval Shah,
Non-Executive Director & Non-Independent Director
(DIN: 07485688) is liable to retire by rotation at
this AGM and is eligible for re-appointment. The
disclosures required pursuant to Regulation 36 of the
Listing Regulations and the Secretarial Standards on
General Meeting ("SS-2") are given in the Notice of
AGM, forming part of the Annual Report.

d) Performance Evaluation

The Board adopted a formal mechanism for
evaluating its performance, as well as that of its
Committees and individual Directors, including the
Chairperson of the Board.

The evaluation of the Board, Board Committees
and Directors was carried out in accordance with
the provisions of the Act, the Listing Regulations
and Guidance Note issued by SEBI in this regard.
Questionnaires were circulated to all the directors for
their feedback on Board, Board Committees, Chairman
of the Board and director evaluation. A meeting of the
independent directors was held on January 16, 2025,
where they reviewed and discussed the feedback on the
functioning of the Board, Board Committees, Chairman
and other directors including executive Directors. The
Nomination and Remuneration Committee and Board
of Directors at their meeting held on 23 January 2025,
also reviewed the feedback on the evaluation of the
functioning of the Board, Board Committees, Chairman
and other directors.

e) Number of meetings of the Board of Directors

During the financial year under review, (four)
meetings of the Board of Directors were held on the
following dates:

i. May 14, 2024

ii. July 23, 2024

iii. October 23, 2024

iv. January 23, 2025

The intervening gap between the Meetings was not
more than the specified period of 120 (One hundred
and twenty) days as specified in the Act and Listing
Regulations. The number of Meetings of the Board
that each director attended is provided in the report
on Corporate Governance, annexed to, and forming
part of, this Annual Report. The requisite quorum was
present during all such meetings.

f) Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act,
your Board of Directors confirm, to the best of their
knowledge and ability, that:

(a) in the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards read with the
requirements set out under Schedule III to the
Act, have been followed and there are no material
departures from the same;

(b) the 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 of March 31,
2025, and of the Profit of the Company for the
year ended on that date;

(c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) the Directors have prepared the annual accounts
on a going concern basis;

(e) the Directors have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate and
operating effectively; and

(f) the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems were adequate
and operating effectively.

AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors and Auditors'' Report

M/s. MSKA & Associates, Chartered Accountants,
Mumbai (having firm Registration No. 105047W) were
appointed at the 21st AGM of the Company held on
June 26, 2021, as Statutory Auditors of the Company
for a period of five years i.e. from the conclusion of the
21st AGM till the conclusion of the 26th AGM.

The Statutory Auditors of the Company have issued
Audit Reports on the Standalone and Consolidated
Annual Financial Statements of the Company with
unmodified opinion. The reports of Statutory Auditors
on Standalone and Consolidated Financial Statements
forms part of the Annual Report. There are no
qualifications, reservations, adverse remarks, disclaimer
or emphasis of matter in the Auditors'' Reports.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the
Board of Directors of the Company reappointed M/s. V
Suresh Associates, Practicing Company Secretaries, to
conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report issued by the M/s. V
Suresh Associates, Practicing Company Secretaries, in
Form MR-3 is annexed as Annexure 1 to this Report.
The report of Secretarial Auditors does not contain any
qualification, reservation, adverse remark or disclaimer.

M/s. V. Suresh Associates also carried out the
Secretarial Audit of Nueclear Healthcare Limited
("Nueclear"), an unlisted material subsidiary, as required
under Regulation 24A of the Listing Regulations. The
Secretarial Audit Report of Nueclear is annexed as
Annexure 2 to this Report.

Pursuant to the amended provisions of Regulation
24A of the Listing Regulations and Section 204 of the
Act, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, ("the Rules") the Audit Committee and the Board
of Directors have approved and recommended the
appointment of M/s. Mehta & Mehta, a Peer Reviewed
Firm of Company Secretaries in Practice (Firm
Registration Number: MU000019250) as Secretarial
Auditors of the Company, for a term of upto 5 (Five)
consecutive years from financial year 2025-26 to
financial year 2030-31, subject to approval of the
Members at ensuing AGM.

A brief resume and other details of M/s. Mehta & Mehta,
Company Secretaries in Practice, are separately
disclosed in the Notice of the ensuing AGM. M/s. Mehta
& Mehta have given their consent to act as Secretarial
Auditors of the Company and confirmed that their
aforesaid appointment (if made) would be within the
prescribed limits under the Act & the Rules made
thereunder and the Listing Regulations.

They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and Listing
Regulations and satisfy the prescribed eligibility criteria.

c) Cost Records and Cost Auditor

The cost account and records of the Company are duly
prepared and maintained as required under Section
148(1) of the Act.

The Shareholders at the 24th AGM had ratified
the remuneration of H 1,00,000/- payable to Mr. S.
Thangavelu, Cost Auditor of the Company, for the
financial year ended March 31, 2025.

Your Directors, based on the recommendation of the
Audit committee, have re-appointed Mr. S. Thangavelu,
Cost and Management Accountant, as the Cost Auditor
to audit the cost records for the financial year ending
March 31, 2026. Mr. S. Thangavelu, Cost Auditor, has
given his consent for being appointed as the Cost
Auditors of the Company for the financial year 2025¬
26. The remuneration payable to the Cost Auditor is
subject to ratification by the Members of the Company.
Accordingly, a resolution seeking Members'' ratification
for the remuneration payable to Mr. S. Thangavelu,
Cost and Management Accountant is included in the
Notice convening the AGM along with relevant details,
including the proposed remuneration.

d) Internal Auditors

M/s. Ernst & Young, Chartered Accountants, Internal
Auditors of the Company, conducted the Internal Audit
for the financial year 2024-25 as per the provisions
of Section 138 of the Act read with Rule 13 of the
Companies (Accounts) Rules, 2014. Their reports
were reviewed by the Audit Committee and follow-

up measures were taken by the relevant teams and
committees of the Board, wherever necessary.

e) Reporting of Frauds, if any, by Auditors

During the year under review, none of the Auditors
have reported any instance of fraud committed against
the Company by its officers or employees, details of
which need to be mentioned under the provisions of
Section 143(12) of the Act.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has formed
various Committees to effectively discharge its functions
and responsibilities in compliance with the requirements
of applicable laws and as a part of the best corporate
governance practices. The terms of reference and the
constitution of those Committees are in compliance with the
applicable laws. The Committees of the Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

The details with respect to the composition, roles, terms
of reference, etc. of the aforesaid committees are given in
detail in the "Corporate Governance Report" which forms
part of this Report. The dates on which meetings of Board
Committees were held during the financial year under
review, along with the number of meetings attended by
the respective Committee members, are also disclosed in
the "Corporate Governance Report''. The minutes of the
Meetings of all Committees are circulated to the Board
for its noting. During the year, all recommendations of the
Committees of the Board were accepted by the Board.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

i. Subsidiaries Companies:

a. Nueclear Healthcare Limited ("NHL")

Nueclear Healthcare Limited is a leading PET-CT
imaging network in India, operating across major
cities including Mumbai, Delhi, Hyderabad, and
Bengaluru. Established in 2011, NHL uses advanced
PET-CT and CT technologies for accurate cancer
diagnosis, staging, and monitoring. Licensed
by the Atomic Energy Regulatory Board, the
company also operates medical cyclotrons to
produce essential radioactive biomarkers like
FDG, PSMA, and DOPA. Committed to patient
care, NHL upholds the highest quality standards
in cancer imaging.

In financial year 2024-25, NHL achieved revenue
of H 47.59 crores, Operating EBITDA of H3.93
crores and PAT of H 0.05 crores.

b. Think Health Diagnostics Private Limited ("Think
Health")

Think Health is a diagnostic and preventive
healthcare service provider specializing in at-
home electrocardiogram (ECG) services.

In financial year 2024-25, Think Health recorded a
revenue of H 0.83 crores, an operating EBITDA of H
(1.99) crores and a PAT of H (2.03) crores.

c. Pulse Hitech Health Services (Ghatkopar) LLP
("Pulse LLP")

Pulse LLP is involved in business of rendering
of various services relating to CT Scan, MRI,
diagnosis and other health services.

In financial year 2024-25, Pulse Hitech recorded a
revenue of H 6.70 crores, an operating EBITDA of
H 1.24 crores and a PAT of H (1.55) crores.

ii. Associate Company:

Equinox Labs Private Limited ("Equinox Labs")

Equinox Labs is India''s Leading expert in Food,
Water, Air Testing and Food Safety Audits. Equinox
is an FSSAI Notified And NABL Accredited Lab with
Clients Across India.

In financial year 2024-25, Equinox Labs recorded
a revenue of ? 36.81 crores, an operating EBITDA of
? 6.23 crores and a PAT of ? 3.38 crores.

iii. Joint Venture Company:

Thyrocare Laboratories (Tanzania) Limited
("Thyrocare Tanzania")

Thyrocare Tanzania operates in the diagnostic and
healthcare services sector and was initially established
as a joint venture between the Company and the
Kastipharm Group, comprising Kastipharm Limited, Mr.
Anwar Alnoor Kachra, and Mr. Joseph Philemon Mgaya.

Effective April 1, 2025, Thyrocare Tanzania became a
subsidiary of the Company.

In financial year 2024-25, the company reported
a revenue of ?1.00 crore, an operating EBITDA of
? (3.30) crores and a PAT of ? (4.90 ) crores.

A statement containing salient features of the financial
statements of Company''s subsidiaries including there
contribution to the overall performance of the Company, is
given in Form AOC 1 attached herewith as Annexure - 3
to this Report.

The Company has formulated a policy for determining
material subsidiaries and its governance. The said policy is
available on the website of the Company at https://investor.
thyrocare.com/wp-content/uploads/2024/07/1-Policy-on-
Material-Subsidiary.pdf

Further, pursuant to the provisions of Section 136
of the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents, and separate audited financial statements
in respect of subsidiaries are available on the Company''s
website at https://investor.thyrocare.com/financials/
subsidiary-financials/

During the year, your Company has made following
investments in Subsidiary and joint venture of the Company:

a. The Company has made an additional equity infusion
of H3,49,99,995/- in Think Health during the financial
year under review.

b. The Company has also made an additional equity
infusion of USD 125,000 in Thyrocare Tanzania during
the financial year under review.

POLICIES, FRAMEWORK AND CONTROLS

a) Risk Management Framework and Policy

Your Company has in place a Risk Management Policy
to ensure sustainable business growth with stability
and to promote a pro-active approach in identifying,
reporting, evaluating and resolving various risks
associated with the business. The main objective
of the Risk Management Policy of the Company is
to establish a pro-active approach in foreseeing,
evaluating, controlling, mitigating and resolving all
kinds of risks associated with the business, so as to
ensure sustainable business growth with stability.
Your Company''s SOPs, organizational structure,
management systems, code of conduct, policies and
values together govern how your Company conducts
its business and manages associated risks.

The Risk Management Policy enables the management to
understand the risk environment and assess the specific
risks and potential exposure to your Company, determine
how to deal best with these risks to manage overall potential
exposure, monitor and seek assurance of the effectiveness
of the management of these risks and intervene for
improvement where necessary and report throughout the
management chain up to the Risk Management Committee
about how risks are being monitored, managed, assured
and improvements are made.

The Risk Management Policy of the Company can
be accessed on website of the Company at https://
investor.thyrocare.com/wp-content/uploads/2024/04/
Risk-Management-Policy-TTL.pdf.

b) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-section (9) and (10) of
Section 177 of the Act and Regulation 22 of the

Listing Regulations, the Company has in place a Vigil
Mechanism (Whistle Blower Policy) to enable Directors
and employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of
the Company''s Code of Conduct. The mechanism
provides for adequate safeguards against victimization
of persons who use such mechanism and makes
provision for direct access to the Chairperson of the
Audit Committee in appropriate cases.

The Whistleblower policy of the Company can be
accessed on website of the Company athttps://investor.
thyrocare.com/wp-content/uploads/2024/07/3-
Whistleblower-Policy_Thyrocare.pdf

During the financial year ended March 31, 2025, the
Company has not received any whistleblower complaint.

c) Nomination and Remuneration Policy

The Company has implemented the Appointment
and Remuneration Policy, which includes the criteria
for determining qualifications, positive attributes,
independence of directors, and other relevant matters,
in accordance with the provisions of sub-section (3)
of Section 178 of the Act, and Regulation 19 read with
Part D of Schedule II of the the Listing Regulations. The
salient features of the Policy and other related details
are disclosed in the Corporate Governance Report
annexed to this Report. The Policy is also available on
the Company''s website at https://investor.thyrocare.
com/wp-content/uploads/2025/03/Nomination-and-
Remuneration-Policy.pdf

d) Internal Financial Controls

Internal Financial Controls are an integrated part of
the risk management process, addressing financial
risks and financial reporting risks. The Board has
adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safeguarding
of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the
accounting records, and the timely preparation of
reliable financial disclosures.

Assurance on the effectiveness of internal financial
controls is obtained through management reviews,
continuous monitoring by functional experts and testing
of the internal financial control systems by the Internal
Auditors during the course of their audits. We believe
that these systems provide reasonable assurance that
our internal financial controls are designed effectively
considering the nature of our industry and are operating
as intended. During the year, such controls were tested
and no reportable material weakness in the design or
operation of such systems was observed.

DISCLOSURES

a) Particulars of contracts or arrangements with
related parties

All the arrangements or transactions entered by the
Company during the financial year with related parties
were on an arm''s length basis and in the ordinary course
of business. All related party transactions are placed for
approval before the Audit Committee and also before
the Board wherever necessary in compliance with the
provisions of the Act and Listing Regulations.

During the financial year 2024-25, the Company entered
into material related party transactions only with its
Holding Company, Docon Technologies Private Limited
("Docon"), for which prior approval of the shareholders
had already been obtained. The disclosure of related
party transactions as required under section 134 of
the Act in form AOC-2 are set out in Annexure 4
of this report.

Details of the related party transactions are forming
part of the standalone financial statements.

During financial year 2024-25, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company other than sitting
fees and reimbursement of expenses, as applicable.
Pursuant to the Listing Regulations, the Resolution for
seeking approval of the Members on material related
party transactions is being placed at this AGM.

Pursuant to the requirements of the Act and the
Listing Regulations, the Company has formulated
a policy on RPTs and is available on Company''s
website URL at: https://investor.thyrocare.com/wp-
content/uploads/2023/06/Policy-on-Related-Party-
Transections.pdf

b) Particulars of loans given, investments made,
guarantees given, and securities provided

In accordance with Section 186 of the Act, the
Company has made an investment of USD 125,000
by way of equity infusion in Thyrocare Tanzania and
H3,49,99,995 by way of equity investment in Think
Health during the financial year 2024-25.

Further, during the financial year 2024-25, the
Company has not granted any loans, guarantees, or
securities in connection with any loan to its subsidiaries,
joint ventures, associate companies, or any other body
corporates or persons.

c) Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility
("CSR") Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year in the format prescribed in the Companies
(''CSR Policy'') Rules, 2014 are set out in Annexure 5 of
this Report. The CSR Policy is available on Company''s
website at URL: https://investor.thyrocare.com/
wp-content/uploads/2024/07/2-Corporate-Social-

Responsibility-Policy.pdf

Your Company has formed the Corporate Social
Responsibility ("CSR") Committee as per the
requirement of the Act. The details of Composition
of CSR Committee are covered in the "Corporate
Governance Report" which forms part of this Report.

The entire amount earmarked for CSR expenditure
during the year under review has been fully contributed
and effectively utilized towards CSR initiatives

d) Particulars of employees

Disclosures concerning the remuneration of Directors,
KMPs and employees as per Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in Annexure 6 to this Report. Your Directors affirm
that the remuneration paid to Directors, KMPs and
employees is as per the Nomination and Remuneration
Policy of the Company.

In terms of the provision of 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, a statement showing the names
of the top ten employees in terms of remuneration
drawn and name and other particulars of the employee
drawing remuneration in excess of the limit set out
in the said rules forms part of the same Annexure 6.
None of the employees listed in the said Annexure are
related to any Director of the Company.

e) Employees Stock Purchase / Option Schemes

The shareholders of the Company had approved the
Thyrocare Employees Stock Option Scheme ("ESOS/
Scheme") in the Annual General Meeting ("AGM")
held on September 26, 2015, which was subsequently
modified in the AGM held on August 10, 2023. Pursuant
to the said modification, the shareholders authorized
the Board of Directors and/or the Nomination and
Remuneration Committee to grant stock options to
eligible employees until all remaining options under
the ESOS are exhausted and the equivalent number of
equity shares are issued and allotted.

Further during the finanical year 2024-25, the
shareholders approved the extension of ESOS to
eligible employees of the Holding and/or Subsidiary
Company(ies) of Thyrocare by way of a special
resolution passed through postal ballot (Notice dated
October 23, 2024) on January 09, 2025.

The Scheme is in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (''SEBI
(SBEB) Regulations'') and other applicable laws.
The Scheme is available on the website of the
Company at https://investor.thyrocare.com/wp-
content/uploads/2025/03/Revised_TTL_ESOP-

Scheme.pdf The disclosures required to be made
under rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14 of the SEBI
(SBEB) Regulations relating to Employees Stock Option
Scheme is available on the website of the Company at
https://investor.thyrocare.com/corporate-governance/
esop-disclosures

During the financial year, the Company granted 97,217
stock options to eligible employees of the Company
and/or its subsidiary company. Further, the Company
allotted 40,775 equity shares of H10 each to eligible
employees pursuant to the exercise of options
under the Scheme.

The Company has received a certificate from its
Secretarial Auditor certifying that the Scheme has
been implemented in accordance with the SEBI (SBEB)
Regulations. The certificate would be placed at the
ensuing 25th Annual General Meeting for inspection
by the members.

f) Human Resources

Please refer to the paragraphs on Human Resources
in the Management Discussion & Analysis section for
detailed analysis.

g) Report under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act 2013.

The Company, as a responsible employer, is committed
to maintaining a workplace that is free from all forms of
sexual harassment.

It has adopted a policy on the prevention of sexual
harassment at the workplace and has duly constituted
an Internal Complaints Committee in accordance
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

No complaint was received from any employee during
the year under review, and there were no complaints
pending for redressal as on March 31, 2025. Further,
no complaint pertaining to the financial year 2023-24
remained unresolved.

The Company also regularly conducts training and
awareness sessions for its employees to promote a
safe, respectful, and inclusive work environment.

h) Management Discussion and Analysis Report

As required under the provisions of Regulation 34(2)
(e) of the Listing Regulations, a separate section on
Management Discussion and Analysis Report outlining
the business of your Company is annexed to this Report.

i) Corporate Governance Report

The Report on Corporate Governance, as stipulated
under Regulation 34 of the Listing Regulations, is
annexed to this Report. The Corporate Governance

Report also contains certain disclosures required under
the Act for the financial year under review.

A certificate from M/s. V Suresh Associates, Secretarial
Auditors of the Company, regarding compliance with
the conditions of Corporate Governance as stipulated
in Part C of Schedule V of the Listing Regulations, is
annexed to the Corporate Governance Report.

j) Business Responsibility and Sustainability Report

As required under the provisions of 34 (2) (f) of the
Listing Regulations, a separate section on Business
Responsibility and Sustainability Report ("BRSR"),
describing the initiatives taken by the Company from
an Environmental, Social and Governance perspective,
is annexed to this Report.

k) Compliance with Secretarial Standards

The Company has devised proper systems to
ensure compliance with the provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

l) Conservation of energy, technology absorption
and foreign exchange earnings and outgo:

Pursuant to the provisions of Clause (m) of Sub¬
Section 3 of Section 134 of the Act, read with Rule 8 (3)
of the Companies (Accounts) Rules 2014, the details
of conservation of energy, technology absorption,
foreign exchange earnings and outgo, are given out in
Annexure 7 to this report.

m) Annual Return

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the annual return is
available under the ''Investors'' section of the Company''s
website and can be viewed at the following link: https://
investor.thyrocare.com/financials/annual-returns

n) Material changes and commitments, if any,
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the financial
statements relate and the date of the report.

There are no material changes affecting the financial
position of the Company, subsequent to the close of
the financial year 2025 till the date of this Report.

o) Transfer of unpaid/ unclaimed dividend amount
and shares to Investor Education & Protection
Fund ("IEPF").

Pursuant to the applicable provisions of the Act, read
with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid
or unclaimed dividends are required to be transferred
by the Company to the IEPF, established by the
Government of India, after the completion of seven

years. Further, according to the IEPF Rules, the shares
on which dividend has not been paid or claimed by
the shareholders for seven consecutive years or more
shall also be transferred to the demat account of the
IEPF Authority.

During the year, the Company has transferred the
unclaimed and unpaid dividends and corresponding
shares on which dividends were unclaimed for seven
consecutive years were transferred to IEPF authority as
per the requirements of the IEPF Rules as detailed below:

Year	Amount of unclaimed dividend transferred	Number of equity shares transferred
2016-2017 (Final Dividend)	H 72,100/-	5
2017-18(Interim Dividend)	H 60,255/-	135

Year-wise amounts of unpaid/ unclaimed dividends
lying in the unpaid account up to the year, which are
liable to be transferred have been provided in the
Corporate Governance Report and also available on the
website of the Company at https://investor.thyrocare.
com/unclaimed-dividend/

p) Details of Shares in Demat / Unclaimed Suspense
Account

The Company does not have any shares in the Demat
suspense account or unclaimed suspense account.

q) Disclosures pursuant to Clause 5A, Para A, Part A
of Schedule III of Listing Regulations

Docon Technologies Private Limited ("Docon"), the
promoter of the Company, have made encumbrance
on its entire shareholding i.e. 3,76,56,092 shares in the
Company during the financial year 2021-22 in favour
of Vistra ITCL (India) Limited (acting in its capacity
as debenture trustee for debentures issued by API
Holdings Limited, a member of the promoter group
of the Company pursuant to unattested share pledge
agreement executed amongst Docon and debenture
trustee. The said creation of encumbrance on shares of
the Company was duly reported to Stock Exchanges.
The details of agreement can be accessed at https://
investor.thyrocare.com/disclosure-under-regulation-
30a-of-sebi-lodr/

r) Change in the nature of business:

There is no change in the nature of business of the
Company during the year under review.

s) Details of significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and the Company''s
operations in future:

No significant and material order has been passed by
the regulators, courts, or tribunals impacting the going
concern status and Company''s operations in future.

t) Other Disclosures

Your Directors state that no disclosure or reporting
is required in respect of the following matters as
there were no transactions on these items during the
year under review:

• No application has been made, and no proceeding
is pending under the provisions of Insolvency
and Bankruptcy Code 2016 during the year
against the Company.

• The Company has not made any one¬

time settlement with any of the bank or
financial institution.

• The Company has not issued any equity

shares with differential rights as to dividend,
voting or otherwise.

• The Company has not issued any
sweat equity shares.

• The Company has not raised any funds

through preferential allotment or qualified
institutional placement.

• The Managing Director of the Company has not
received any remuneration or commission from
any of its subsidiaries.

Acknowledgements

The Directors wish to convey their appreciation to all the
employees of the Company for their contribution towards
the Company''s performance. The Directors would also like to
thank the members, customers, dealers, suppliers, bankers,
governments and all other business associates for their
continuous support to the Company and their confidence in
its management.

For and on behalf of the Board of Directors
Thyrocare Technologies Limited

Rahul Guha

Chairman,

Place: Navi Mumbai Managing Director and CEO

Date: April 23,2025 DIN: 09588432

---

Mar 31, 2024

Your Directors are pleased to present the Twenty Fourth (24^th) Annual Report of the Board of Directors of Thyrocare Technologies Limited ("Company/Thyrocare”) together with the audited (Standalone and Consolidated) financial statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The summary of the Company’s audited financial performance, both standalone and consolidated, for the financial year ended March 31, 2024, is given below:

('' in crores)
	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	524.02	486.46	571.88	526.67
Other income	7.18	5.39	9.37	8.42
Total income	531.20	491.85	581.25	535.09
Expenses
Cost of materials consumed	155.39	150.06	164.51	156.92
Purchases of stock-in-trade	2.47	6.11	2.47	6.11
Changes in inventories of stock-in-trade	-0.28	0.2	-0.28	0.2
Employee benefits expense	102.92	102.61	107.85	106.15
Finance cost	3.73	2.25	4.20	2.35
Depreciation and amortisation expense	39.11	34.08	47.01	38.71
Other expenses	129.64	115.47	159.89	137.24
Total expenses	432.98	410.78	485.66	44768
Profit before share of profit of associate, exceptional items and tax	98.22	81.07	95.59	8741
Exceptional item	-	-
Share of (loss) / profit in associate	-	-	0.39	1.18
Profit before tax	98.22	81.07	95.98	88.59
Less: Current tax	30.03	30.17	30.12	30.16
Less: Deferred tax	-2.95	-6.07	-3.63	-5.93
Profit after tax	71.14	56.97	69.49	64.36
Other comprehensive income for the year, net of income tax	0.22	1.54	0.29	1.53
Total comprehensive income for the year	71.37	58.51	69.78	65.89
Earnings per share [Nominal value of '' 10 each]
(a) Basic earnings per share ('')	13.44	10.77	13.42	12.16
(b) Diluted earnings per share ('')	13.41	10.75	13.40	12.14

On a standalone basis, the Company recorded a Revenue from Operations of ''.524.02/- crores, during the FY 2023-24 as compared to ''.486.46/- crores in the previous financial year. Net profit after tax during the FY 2023-24 is ''.71.14/-crores as compared to a net profit after tax of ''. 56.97/- crores in the previous year.

On a consolidated basis, the Company recorded a Revenue from Operations of ''.571.88/- crores, during the FY 2023-24, as compared to ''.526.67/- crores in the previous financial year. Net profit during the FY 2023-24 is ''.69.49/- crores as compared to ''.64.36/- crores in the previous financial year.

The financial statements of the Company for the financial year ended March 31, 2024, forming part of this Annual Report, are prepared in accordance with the Indian Accounting

Standards ( Ind AS”) notified under Section 133 of the Companies Act, 2013, ("Act”) read with the Companies (Accounts) Rules, 2014.

ACHIVEMENT AND KEY INITIATIVES TAKEN BY THE COMAPNY

During the financial year 2023-24, the Company achieved several significant milestones and implemented key initiatives.

The milestones include:

1. The Company increased the number of labs accredited by the National Accreditation Board for Testing and Calibration Laboratories ("NABL”) from 15 to 25.

2. In March 2024, approximately 95% of total samples were processed in NABL-accredited labs.

3. The Company conducted around 147 million tests, representing a 4% year-on-year growth.

4. For the purpose of these tests, around 22 million samples were processed, indicating an 8% year-on-year growth in samples processing.

5. Revenue grew at an 18% CAGR during FYs 2021-24, exceeding the 13% CAGR during FYs 2017-20.

6. The Company’s active franchisee base increased to over 7,900, more than doubled in the last three years.

The initiatives include:

1. Launched the brand ‘Jaanch’ which is targeted towards lifestyle challenges or for Individuals to better understand their health. We have solutions across the spectrum from anything anyone might be worried about, whether it is fever or something more serious, hair fall, cancer screening as well as deep investigations for common chronic diseases like diabetes, heart health, amongst others.

2. We’ve revamped our gynac portfolio and relaunched it under the brand name of Her Check and it focuses on women’s health. It is a range of 12 specialties & 30 packages designed to ensure 360-degree care check for women’s reproductive health issues.

3. Launched Troponin I Heart Attack Risk Test for the first time in India to understand the risk of a heart attack with a single blood test

4. Thyrocare acquired 100% of Think Health Diagnostics Private Limited ("Think Health”) on February 27, 2024, enabling your Company to enter into ECG at-home services.

5. Think Health has been engaged in the business of providing phlebotomy services with the capability of providing ECG at-home services. This allows us to expand our footprint in the pre-policy medical check-up

segment for the insurance market. This allows us to offer insurance partners a one-stop solution for both blood tests and ECGs, deepening their presence in the annual health check-up and pre-policy check-up markets.

6. Thyrocare has entered into a Joint Venture Agreement for setting up lab operations in the name of Thyrocare Laboratories (Tanzania) Limited, which has become operational from April 2024.

DIVIDEND

The Board of Directors ("the Board”) at its meeting held on May 14, 2024, has recommended a final dividend of '' 18/- per equity share, i.e. 180% of face value of '' 10/- each for the financial year 2023-24, subject to approval of shareholders at the ensuing 24^th Annual General Meeting of the Company.

The Dividend declared is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy of the Company can be accessed on the Company’s website at https://investor.thyrocare.com/policies-15/ as required under Regulation 43A of The Securities and Exchange Board of India ("SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”).

RESERVES

Your Directors do not propose to transfer any amount to any reserve for the financial year 2023-24.

CHANGES IN SHARE CAPITAL OF THE COMPANY

Members may note that there was no change in the authorised share capital of the Company during the financial year under review.

However, the fully paid-up equity share capital of the Company increased on account of allotment of 22,633 (Twenty Two Thousand Six Hundred and Thirty Three) new equity shares of face value of '' 10/- each (Rupees Ten Only) to those eligible employees who had exercised their stock options granted to them under the Employee Stock Option Scheme 2020 of the Company ("ESOS Scheme 2020”).

The summary of changes in share capital and capital as on March 31, 2024 is as under:
Particulars	Number of shares	Amount in ''
Authorised Share Capital
Equity Shares of face value of rupees ten each	10,00,00,000	100,00,00,000
Issued, Subscribed and paid-up Equity Share Capital
(Equity shares of face value of rupees ten each, fully paid-up)
Opening Balance as on April 01, 2023	5,29,30,043	52,93,00,430
Addition on account of allotment of shares under ESOP Scheme 2020	22,633	2,26,330
Closing Balance as on March 31,2024	52,952,676	529,526,760

Public Deposits:

During the Financial Year 2023-24, the Company has not accepted any deposits from the Public and as such, there was no amount outstanding towards repayment of principal or payment of interest as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(“KMP”)

a) Changes in Directors and KMP

During the financial year under review, in accordance with the provisions of the Act and the rules made thereunder, following changes occurred in the constitution of the Board of Directors and Key Managerial Personnel of the Company:

1. Mr. Rahul Guha (DIN: 06660799), Managing Director and Chief Executive Officer was appointed as Chairman of the Company at the last Annual General Meeting held on August 10, 2023.

2. Dr. Prapti Gilada (DIN: 07125024) was appointed as an Independent Director of the Company for a period of five years commencing from July 14, 2023, as approved by the shareholders at the last Annual General Meeting held on August 10, 2023.

3. Dr. Harshil Vora (DIN: 10232581) was appointed as an Independent Director of the Company for a period of five years commencing from July 14, 2023, as approved by the shareholders at the last Annual General Meeting held on August 10, 2023.

4. Dr. Indumati Gopinathan (DIN: 06779331) was re-appointed as an Independent Director of the Company for a period of five consecutive years from March 09, 2024, as approved by the shareholders at the last Annual General Meeting held on August 10, 2023.

5. Mr. Vishwas Kulkarni (DIN: 06953750), who was re-appointed as an Independent Director of the Company for a second term of five years effective from August 20, 2019, resigned as Independent Director of the Company with effect from close of business hours of May 23, 2023, in the current financial year, due to personal reasons.

6. Mr. Sachin Salvi, tendered his resignation from the post of Chief Financial Officer of the Company, with effect from July 31,2023.

7. Mr. Alok Kumar Jagnani was appointed as the Chief Financial Officer of the Company, effective August 09, 2023.

8. Mr. Ankit Brijpuriya was appointed as Deputy Company Secretary and Deputy Compliance Officer with effect from February 01, 2024.

8. After the closure of financial year

a. Mr. Ankit Brijpuriya tendered his resignation from the post of Deputy Company Secretary and Deputy Compliance Officer, with effect from April 26, 2024.

b. The Board of Directors, at its Meeting held on May 14, 2024, appointed Mr. Nishant Shah (DIN: 09025935) as an additional director designated as an Independent Director of the Company for a period of five years commencing from June 15, 2024. His appointment is being placed before the shareholders at the ensuing annual general meeting for their approval.

c. The Board of Directors, at its Meeting held on May 14, 2024, appointed Mr. Anandh Sundar (DIN: 10409065) as an additional director designated as an Independent Director of the Company for a period of five years commencing from June 15, 2024. His appointment is being placed before the shareholders at the ensuing annual general meeting for their approval.

I n the opinion of the Board, Mr. Nishant Shah (DIN: 09025935) and Mr. Anandh Sundar (DIN: 10409065) fulfil the conditions specified in the Act, and the Rules made thereunder, and the Listing Regulations and are persons of integrity and they possess adequate experience and expertise. The Company has received notices under Section 160 of the Act proposing appointment of Mr. Nishant Shah (DIN: 09025935) and Mr. Anandh Sundar (DIN: 10409065) as Independent Directors of the Company.

Brief profile, nature of expertise, details of directorship held in other companies, chairmanship/ membership of Board and committees, shareholding in the Company held by directors, and relationship with directors, inter-se and other details relating to the directors proposed to be appointed at the 24^th Annual General Meeting ("AGM”) as stipulated under Regulation 36(3) of the Listing Regulations, as amended, read with provisions of the Secretarial Standard 2 General meetings issued by the Institute of Company Secretaries of India ("SS2”) have been annexed to the notice.

b) Composition of Board of Directors and KMP’s

Board of Directors

As on March 31,2024, the Board of Directors of the Company comprised of 9 (Nine) Directors, including 1 (one) Managing Director (Professional who is also an Executive Chairman of the Board), 3 (three) Non-Executive, Non-Independent Directors, and 5 (five) Independent Directors (including two Independent Women Directors) as detailed hereunder:

Sr. No.	Name	DIN NO	Designation	Date of change, if applicable
1	Mr. Rahul Guha*	09588432	Managing Director, Chief Executive Officer and Chairman	N.A.
2	Mr. Dharmil Sheth	06999772	Non-Executive, Non-Independent Director	N.A.
3	Mr. Hardik Dedhia	06660799	Non-Executive, Non-Independent Director	N.A.
4	Dr. Dhaval Shah	07485688	Non-Executive, Non-Independent Director	N.A.
5	Mr. G.S. Hegde	00157676	Independent Director	N.A.
6	Dr. Neetin Desai	02622364	Independent Director	N.A.
7	Dr. Indumati Gopinathan@	06779331	Independent Director	N.A.
8	Dr. Prapti Gilada#	07125024	Independent Director	N.A.
9	Dr. Harshil Vora#	10232581	Independent Director	N.A.

* Mr. Rahul Guha (was appointed as the Chairman of the Company, at the last Annual General Meeting held on August 10, 2023.

@ Dr. Indumati Gopinathan was reappointed as an Independent Director for a second term of five years, effective from March 09, 2024.

# Dr. Prapti Gilada and Dr. Harshil Jiten Vora were appointed as Independent Directors of the Company for a period of 5 years

commencing from July 14, 2023

The details of Board and committee position, tenure of Directors, areas of expertise and other details have been disclosed in the Corporate Governance Report, which is a part of this report, and is also available on the Company’s website at https://investor.thyrocare.com/

The constitution of the Board of the Company is in accordance with Section 149(6) of the Act and Regulation 17 of the Listing Regulations. In terms of the provisions of Sections 2(51) and 203 of the Act, the Company has all the three KMPs in place as on March 31, 2024.

During the financial year under review, all the Independent Directors of the Company have given their respective declaration(s) of independence in terms of Section 149(7) of the Act and Regulation 16(1 )(b) of the Listing Regulations that he / she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.. The Independent Directors

have complied with the Code of Conduct prescribed in Schedule IV to the Act and the Company has received affirmation for the same from all the Independent Directors. Every Independent Director of the Company has affirmed that he/ she has registered himself/ herself under Independent Director Database and has passed the online proficiency test as may be required or is exempted from such test considering his/ her seniority and experience.

The Board of Directors have taken on record declaration and confirmation made by the Independent Directors. Further, the Board of Directors of the Company has satisfied itself and is of the opinion that the Independent Director(s) possess relevant expertise and experience and are persons of integrity.

Based on the written representations received from the directors, none of the directors are disqualified under Section 164(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as director as of March 31, 2024.

Key Managerial Personnel

As on March 31, 2024, following are Key Managerial Personnel of the Company in terms of the provisions of Sections 2(51) and 203 of the Act:

Sr. No	Name	Designation	Date of change during the year, if applicable
1	Mr. Rahul Guha	Managing Director and Chief Executive Officer	No change.
2	Mr. Alok Kumar Jagnani	Chief Financial Officer	With effect from August 09, 2023
3	Mr. Ramjee Dorai	Company Secretary & Compliance Officer	No change.

c) Directors Liable to retire by Rotation

Pursuant to the provisions of Section 152(6)(d) of the Act, read with the relevant rules made thereunder and the Articles of Association of the Company, Mr. Hardik Dedhia is liable to retire by rotation, and being eligible, offers himself for reappointment. A brief resume of Mr. Hardik Dedhia, along with the nature of his expertise, his shareholding in your Company and other details stipulated under Regulation 36(3) of the Listing Regulations, forms part of Annexure - 2 to the notice calling ensuing 24^th AGM. The Board hereby recommends his reappointment as Director of the Company, liable to retire by rotation, at the ensuing 24^th AGM.

d) Performance Evaluation

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees, and of individual Directors has been made are given in the "Corporate Governance Report”, which forms part of this Report.

e) Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors met on seven occasions, on April 07, 2023, May 23, 2023, July 14, 2023, August 01, 2023, August 25, 2023, October 31, 2023, and February 01, 2024. The intervening gap between the Meetings was not more than the specified period of 120 (One hundred and twenty) days as specified in the Act and Listing Regulations. The number of Meetings of the Board that each director attended is provided in the report on Corporate Governance, annexed to, and forming part of, this report. The necessary quorum was present during all such meetings.

f) Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, your Board of Directors confirm, to the best of their knowledge and ability, that:

(a) i n the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the 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 of March 31, 2024 and of the Profit of the Company for the year ended on that date;

(c) t he Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) t he Directors have prepared the annual accounts on a going concern basis;

(e) t he Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors and Auditors’ Report

M/s. MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No. 105047W) were appointed at the 21^st AGM of the Company held on June 26, 2021, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 21^st AGM till the conclusion of the 26^th AGM.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company with unmodified opinion. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company reappointed M/s. V Suresh Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31,2024.

The Secretarial Audit Report issued by the M/s. V Suresh Associates, Practicing Company Secretaries, in Form MR-3 is annexed as Annexure 1 to this Report. The report of Secretarial Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. V. Suresh Associates have also carried out Secretarial Audit of Nueclear Healthcare Limited (Nueclear”), unlisted material Subsidiary, as required under Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Nueclear is annexed as Annexure 2 to this Report.

c) Cost Records and Cost Auditor

The Company has made and maintained cost records for the financial year 2023-24 as specified by Central Government under Section 148(1) of the Act, and such records have been audited by the Cost Auditor

pursuant to the Companies (Cost Records and Audit) Rules, 2014. The Shareholders at the 23^rd AGM had ratified the remuneration of '' 1,00,000/- payable to Mr. S. Thangavelu, Cost Auditor of the Company for the financial year ended March 31, 2024.

Your Directors based on the recommendation of the Audit committee, have re-appointed Mr. S. Thangavelu, Cost and Management Accountant, as the Cost Auditor to audit the cost records for the financial year ending March 31,2025. Mr. S. Thangavelu, Cost Auditor, has given his consent for being appointed as the Cost Auditor of the Company for the financial year 2024-25. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members’ ratification for the remuneration payable to Mr. S. Thangavelu, Cost and Management Accountant is included in the Notice convening the Annual General Meeting along with relevant details, including the proposed remuneration.

d) Internal Auditors

M/s. Ernst & Young, Chartered Accountants, Internal Auditors of the Company, conducted the Internal Audit for the financial year 2023-24 as per the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures were taken by the relevant teams and committees of the Board, wherever necessary.

e) Reporting of Frauds, if any, by Auditors

During the year under review, none of the Auditors have reported any instance of fraud committed against the Company by its officers or employees, details of which need to be mentioned under the provisions of Section 143(12) of the Act.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has formed various Committees to effectively discharge its functions and responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance practices. The terms of reference and the constitution of those Committees is in compliance with the applicable laws. The Committees of the Board are as under:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Corporate Social Responsibility Committee;

e. Risk Management Committee.

The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in detail in the "Corporate Governance Report” which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review

and the number of meetings of the Board Committees that each Director attended is provided in the "Corporate Governance Report”. The minutes of the Meetings of all Committees are circulated to the Board for noting. During the year, all recommendations of the Committees of the Board were accepted by the Board.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Details of change in Subsidiary and joint venture of the Company during the financial year are detailed below:

a. The Company has acquired 100% equity shares from all the then existing shareholders of Think Health Diagnostics Private Limited ("Think Health”) on February 27, 2024 and Think Health become a wholly-owned subsidiary of the Company.

b. The Company has entered into Subscription Agreement for incorporating a joint venture Company with few other individuals, with 50% ownership held by the Company, in the name of Thyrocare Laboratories (Tanzania) Limited ("Thyrocare Tanzania”) with effect from September 19, 2023.

As on March 31, 2024, the subsidiaries, join venture and associate Company of the Company are as follows:

i. Subsidiaries Companies:

a. Nueclear Healthcare Limited

b. Think Health Diagnostics Private Limited (with effect from February 27, 2024)

c. Pulse Hitech Health Services (Ghatkopar) LLP

ii. Associate Company:

a. Equinox Labs Private Limited

iii. Joint Venture Company:

a. Thyrocare Laboratories (Tanzania) Ltd (with effect from September 19, 2023)

The salient features of the financial statements of these subsidiaries, associate and joint venture in the prescribed format are provided in Form AOC 1 as per the provisions of the Act, which is attached as Annexure 3.

The Company has formulated a policy for determining material subsidiaries and its governance. The said policy is available on the website of the Company at https://investor. thvrocare.com/wp-content/uploads/2024/07/1-Policv-on-Material-Subsidiary.pdf.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at https://investor. thyrocare.com/financials/subsidiary-financials/

POLICIES, FRAMEWORK AND CONTROLS

a) Risk Management Framework and Policy

Your Company has in place a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving various risks associated with the business. The main objective of the Risk Management Policy of the Company is to establish a pro-active approach in foreseeing, evaluating, controlling, mitigating and resolving all kinds of risks associated with the business, so as to ensure sustainable business growth with stability. Your Company’s SOP’s, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks.

The Risk Management Policy enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain up to the Risk Management Committee about how risks are being monitored, managed, assured and improvements are made.

The Risk Management Policy of the Company can be accessed on website of the Company at https://investor. thyrocare.com/wp-content/uploads/2024/04/Risk-Management-Policy-TTL.pdf.

b) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-section (9) and (10) of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases.

The Whistleblower policy of the Company can be accessed on website of the Company at https:// investor. thyrocare.com/wp-content/uploads/2024/07/3-Whistleblower-Policy Thyrocare.pdf

During the financial year ended March 31, 2024, the Company has not received any whistleblower complaint.

c) Nomination and Remuneration Policy

Your Company has adopted a policy relating to the remuneration for the directors, key managerial personnel and other employees (Nomination and

Remuneration Policy) which is available on the Company’s website at https://investor.thyrocare.com/ policies-11/

g) Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the Internal Auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended. During the year, such controls were tested and no reportable material weakness in the design or operation of such systems was observed.

DISCLOSURES

a) Particulars of contracts or arrangements with related parties

All the arrangements or transactions entered by the Company during the financial year with related parties were on an arm’s length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. However, there were no material transactions of the Company with any of its related parties as per the Act, except with the Holding Company, Docon Technologies Private Limited ("Docon”) for which prior approval of shareholders has already obtained. The disclosure of related party transactions as required under section 134 of the Act in form AOC-2 is attached as Annexure 4.

Details of the related party transactions during the year, as required under the Listing Regulations and Indian accounting standards are given in note 39 to the standalone financial statements.

The Company’s Related Party Transactions Policy as approved by the Board can be accessed on the Company’s website at https://investor.thyrocare.com/ wp-content/uploads/2023/06/Policy-on-Related-Party-Transections.pdf

b) Particulars of loans given, investments made, guarantees given, and securities provided

Particulars of loans and investments made during the financial year under review are disclosed in Note No 6 and 7 to standalone financial statements. During the year, the Company has not given any loan pursuant to Section 186 of the Act.

c) Corporate Social Responsibility

Your Company has formed the Corporate Social Responsibility ("CSR”) Committee as per the requirement of the Act. The details of Composition of CSR Committee are covered in the "Corporate Governance Report” which forms part of this Report. On recommendation of CSR Committee, the Board of Directors of your Company has approved the CSR Policy which is available on the website of your Company at https://investor.thyrocare. com/wp-content/uploads/2024/07/2-Corporate-Social-Responsibilitv-Policv.pdf

The brief outline of the CSR Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in Annexure 5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The entire amount available for CSR expenditure has been spent on CSR initiatives in the year under review.

d) Particulars of employees

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 6 to this Report. Your Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Nomination and remuneration Policy of the Company.

In terms of the provision of 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, a statement showing names of the top ten employees in terms of remuneration drawn and name and other particulars of the employee drawing remuneration in excess of the limit set out in the said rules forms part of the same Annexure 6.

e) Employees Stock Purchase / Option Schemes

The members of the Company approved the grant of 5,05,359 employee stock options ("ESOS”) in the year 2014, to be distributed to the eligible employees of the Company, in accordance with the provisions of the Thyrocare Employee Stock Option Scheme, as amended from time to time.

The disclosures required to be made under rule 12(9) of the Companies (Share Capital and Debentures) Rules,

2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Option Scheme is available on the website of the Company at https:// investor.thyrocare.com/https-investor-thyrocare-com-wp-content-uploads-2024-07-the-file-will-be-uplaoded-soon-pdfesop-disclosure/

f) Report under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

The Company has a policy against sexual harassment at work place and has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on March 31,2024. There was no complaint pending to be resolved as on March 31, 2023.

g) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations, is annexed to this Report. The Corporate Governance Report also contains certain disclosures required under the Act for the financial year under review.

A certificate from M/s. V Suresh, Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance Report.

h) Management Discussion and Analysis Report

As required under the provisions of Regulation 34(2) (e) of the Listing Regulations, a separate section on Management Discussion and Analysis Report outlining the business of your Company is annexed to this Report.

i) Business Responsibility and Sustainability Report

As required under the provisions of 34 (2) (f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report (BRSR), describing the initiatives taken by the Company from an Environmental, Social and Governance perspective, is annexed to this Report.

j) Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the applicable circulars issued by the MCA.

k) Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Act, read with Rule 8 (3) of

the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given out in Annexure 7 to this report.

l) Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, has been placed in the Company’s website, on https://investor.thyrocare.com/annual-return/

m) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, which will have an impact on the financial position of the Company.

n) Transfer of unpaid/ unclaimed dividend amount and shares to Investor Education & Protection Fund (“IEPF”).

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year, the Company has transferred the unclaimed and unpaid dividends and corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to IEPF authority as per the requirements of the IEPF Rules as detailed below:

Year	Amount of unclaimed	Number of equity
	dividend transferred	shares transferred
2015-2016	''.192,390.00/-	266
2016-2017	''.62,425.00/-	33

Year-wise amounts of unpaid/ unclaimed dividends lying in the unpaid account up to the year, which are liable to be transferred have been provided in the Corporate Governance Report and also available on the website of the Company at https://investor.thyrocare.com/ unclaimed-dividend/

o) Details of Shares in Demat / Unclaimed Suspense Account

The Company does not have any shares in the Demat suspense account or unclaimed suspense account.

p) Disclosures as per clause 5A to para A of part A of schedule III of Listing Regulations

Docon Technologies Private Limited ("Docon”), the promoter Company of the Company, have made encumbrance on its entire shareholding i.e. 3,76,56,092 shares (71.11%) in the Company during the financial year 2021-22 in favour of Vistra ITCL (India) Limited (acting in its capacity as debenture trustee for debentures issued by API Holdings Limited, a promoter group Company of the Company pursuant to unattested share pledge agreement executed amongst Docon and debenture trustee. The said creation of encumbrance on shares of the Company was duly reported to Stock Exchanges. The details of agreement can be accessed at https:// investor.thvrocare.com/disclosure-under-regulation-30a-of-sebi-lodr/

q) Change in the nature of business:

There is no change in the nature of core business of the Company during the year under review.

r) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future:

No significant and material order has been passed by the regulators, courts, or tribunals impacting the going concern status and Company’s operations in future.

s) Other Disclosures

- No application is made and no proceeding is pending under the provisions of Insolvency and Bankruptcy Code 2016 during the year against the Company.

- The Company has not made any one-time settlement with any of the banks or financial institution.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

- The Company has not issued any sweat equity shares.

- The Company has not raised any funds through preferential allotment or qualified institutional placement.

- The Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

Acknowledgements

Your Directors wish to take the opportunity to thank all banks for the support extended by them.

Acknowledgements are also due to our customers for their continued patronage and the franchisees / authorised service providers and vendors for their co-operation.

Acknowledgments and appreciation are also due to the Employees for their sincere services towards the Organisation.

Your Directors also wish to thank the members for the confidence they have reposed in the Board of Directors of the Company. Lastly, the Company is also thankful to the government and its regulatory bodies for their co-operation.

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Mar 31, 2023

The Directors are pleased to present the Twenty Third (23^rd) Annual Report of Thyrocare Technologies Limited (“Company”) together with the audited (Standalone and Consolidated) financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The summary of the Company’s audited financial performance, both standalone and consolidated, for the financial year ended March 31, 2023 is given below:

(Rs. in Crores)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	486.46	561.53	526.67	588.86
Other income	5.39	7.40	8.42	29.25
Total income	491.85	568.93	535.09	618.11
Expenses
Cost of materials consumed	150.06	161.79	156.92	166.25
Purchases of stock-in-trade	6.11	4.32	6.11	4.32
Changes in inventories of stock-in-trade	0.20	(0.88)	0.20	(0.88)
Employee benefits expense	102.61	58.82	106.15	61.13
Finance cost	2.25	2.38	2.35	2.37
Depreciation and amortisation expense	34.08	28.47	38.71	33.87
Other expenses	115.47	106.65	137.24	123.15
Total expenses	410.78	361.55	44768	390.21
Profit before share of profit of associate, exceptional items and tax	81.07	207.38	87.41	227.90
Exceptional item	-	-
Share of (loss) / profit in associate	-	-	1.18	(0.18)
Profit before tax	81.07	207.38	88.59	227 .72
Current tax	(30.17)	(56.21)	(30.16)	(56.21)
Deferred tax	6.07	0.88	5.93	4.63
Profit after tax	56.97	152.05	64.36	176.14
Other comprehensive income for the year, net of income tax	1.54	(0.04)	1.53	(0.08)
Total comprehensive income for the year	58.51	152.01	65.89	176.06
Earnings per share [Nominal value of '' 10 each]
(a) Basic earnings per share (INR)	10.77	28.75	12.16	33.30
(b) Diluted earnings per share (INR)	10.75	28.70	12.14	33.25

On a standalone basis, the Company recorded a Revenue from Operations of '' 486.46 crores, during the FY 2022-23, as compared to '' 561.53 crores in the previous financial year. Net profit after tax during the FY 2022-23 is '' 56.97 crores as compared to previous year net profit after tax of '' 152.05 crores

On a consolidated basis, the Company recorded a Revenue from Operations of '' 526.67 crores, during the FY 2022-23, as compared to '' 588.86 crores in the previous financial year. Net profit after tax during the FY 2022-23 is '' 64.36 crores as compared to '' 176.14 crores in the previous financial year.

For the financial year 2022-23, the Company has not transferred any amount into General Reserves and profit for the year forms part of the Retained Earnings.

The financial statements of the Company for the financial year ended March 31, 2023, forming part of this Annual Report, are prepared in accordance with the Indian Accounting Standards ("Ind AS”) notified under Section 133 of the Companies Act, 2013, ("Act”) read with the Companies (Accounts) Rules, 2014.

COMPANY ACHIEVEMENTS AND KEY INITIATIVES

During the financial year 2022-23, the Company achieved

several significant milestones and implemented key initiatives.

These accomplishments include:

1) The Company increased the number of labs accredited by the National Accreditation Board for Testing and Calibration Laboratories ("NABL”) from 6 to 20.

2) Approximately 85% of the total samples were processed in the company''s NABL accredited labs in the month of March.

3) The Company conducted a total of approximately 141 million tests during the year 2022-23. This represented a notable 29% year-on-year growth in the total number of tests conducted.

4) Out of the total tests conducted, approximately 22.3 million non-COVID samples were processed. This indicated a substantial 39% year-on-year growth in the number of non-COVID samples processed.

5) The number of active franchisees of the Company increased to more than 7,400. This represented a significant 70% surge in the total number of active franchisees.

During the financial year 2022-23, the Company took the

following initiatives:

1) Extended the flagship preventive care series "Aarogyam" with Pro and Plus series.

2) Introduced the "Aarogyam 24x7 Non-Fasting” packages.

3) Launched a new series of Investigation packages under the brand "Jaanch."

DIVIDEND

Pursuant to the decision of the Board of Directors of the Company on April 07, 2023, your Company has paid an interim dividend of '' 18/- per equity share, i.e. 180% of face value of '' 10/- each for the financial year 2022-23, (subject to deduction of applicable tax, if any) to those members whose name appeared in the Register of Members as on April 20, 2023, being the record date fixed for this purpose.

Your Directors have decided, having regard to all the relevant factors, that this would be the full and final dividend for the financial year 2022-23.

CHANGES IN SHARE CAPITAL OF THE COMPANY

Members may note that there was no change in authorised share capital of the Company during the financial year under review.

However, the fully paid-up equity share capital of the Company was increased on account of allotment of 26,711 (Twenty-Six Thousand Seven Hundred and Eleven) new equity shares of face value of '' 10/- each (Rupees Ten only) to those eligible employees who had exercised the stock options granted to them under the Employee Stock Option Scheme 2019 of the Company (ESOP Scheme 2019”).

The summary of changes in share capital and capital as on March 31, 2023 is as under:

Particulars	Number of shares	Amount in ''
Authorised Share Capital
Equity Shares of face value of rupees ten each	10,00,00,000	100,00,00,000
Issued, Subscribed and paid-up Equity Share Capital
Opening Balance as on April 01, 2022 (Equity shares of face value of rupees ten each, fully paid-up)	5,29,03,332	52,90,33,320
Addition on account of allotment of shares under ESOP Scheme 2019 (Equity shares of face value of rupees ten each, fully paid-up)	26,711	2,67,110
Closing Balance as on March 31,2023 (Equity shares of face value of rupees ten each, fully paid-up)	5,29,30,043	52,93,00,430

Deposits:

During the Financial Year 2022-23 the Company has not accepted any deposits from the public and as such, there was no amount outstanding towards repayment of principal or payment of interest on deposit as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(“KMP”)

a) Changes in Directors and KMP

During the financial year under review, following changes occurred in the constitution Board of Directors of the Company:

1. Mr. Rahul Guha was appointed as the Managing Director and Chief Executive Officer of the Company with effect from May 04, 2022. His appointment was duly approved by members of the Company at the 22^nd Annual General Meeting ("AGM”) on the Company held on August 03, 2022 by passing a Special resolution.

2. Consequent on the above, Mr. Dharmil Sheth, who was appointed as Managing Director from February 12, 2022 to hold office during the interregnum until Mr. Rahul Guha, Managing Director and Chief Executive Officer takes charge, resigned from the position of Managing Director on May 04, 2022 and

is continuing as a Non-Executive, Non-Independent Director of the Company.

3. Mr. Vishwas Kulkarni, who was reappointed as a Non-Executive Independent Director of the Company for a second term of five years effective from August 20, 2019, resigned as an Independent Director of the Company with effect from close of business hours of May 23, 2023, due to personal reasons. The Board places on record its sincere appreciation for the contribution made by Mr. Vishwas Kulkarni during his tenure.

4. Dr. Prapti Ishwar Gilada (DIN: 07125024) was appointed as an additional director designated as an Independent Director of the Company for a period of five years commencing from July 14, 2023. Her appointment is being placed before the shareholders at ensuing annual general meeting for their approval.

5. Dr. Harshil Jiten Vora (DIN:10232581) was appointed as an additional director designated as an Independent Director of the Company for a period of five years commencing from July 14, 2023. His appointment is being placed before the shareholders at ensuing annual general meeting for their approval.

6. Dr. Indumati Gopinathan (DIN: 06779331) was appointed as an Independent Director of the Company for a period of five consecutive years from March 09, 2019 till March 08 2024.

Considering her experience and expertise in the diagnostic business, the Nomination and Remuneration committee and Board of Directors approved the reappointment of Dr. Indumati Gopinathan as an Independent Director of the Company for a second term of five consecutive years with effect from March 9, 2024, subject to approval of the shareholders.

There was no other change in Directors and KMP’s during the financial year under review except as stated above.

I n the opinion of the Board, Dr. Prapti Ishwar Gilada (DIN: 07125024), Dr. Harshil Jiten Vora (DIN:10232581) and Dr. Indumati Gopinathan (DIN:06779331) fulfil the conditions specified in the Act and the Rules made thereunder, and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("Listing Regulations”) and are persons of integrity and they possess adequate experience and expertise. The Company has received notice under Section 160 of the Act proposing appointment/reappointment of Dr. Prapti Ishwar Gilada (DIN: 07125024), Dr. Harshil Jiten Vora (DIN:10232581) and Dr. Indumati Gopinathan (DIN:06779331).

After the closure of financial year, Mr. Rahul Guha, Managing Director and Chief Executive Officer, has also been designated as Chairperson of the Company by the Board of Directors at their meeting held on April 7, 2023, subject to approval of shareholders of the Company at the ensuing AGM.

After the closure of financial year, Mr. Sachin Salvi has tendered his resignation from the post of Chief Financial Officer of the Company, with effect from July 31, 2023 and it has been accepted.

Brief profile, nature of expertise, details of directorship held in other companies, chairmanship/membership of Board and committees, shareholding in the Company held by directors and relationship with directors inter-se and other details as stipulated under Regulation 36(3) of Listing Regulations, read with the provision of the Secretarial Standards on General meetings issued by the Institute of Company Secretaries of India("SS2”) relating to the directors proposed to be appointed or reappointed at the 23^rd AGM have been annexed to the notice.

b) Composition of Board of Directors and KMP’s

Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprised of 8 (eight) Directors, including 1 (one) Managing Director (Professional), 3 (three) NonExecutive, Non-Independent Directors, and 4 (four) Independent Directors (including a Woman Independent Director). The details of present composition of the board of directors of the Company are given below:

Sr. No	Name	Designation	Date of change, if applicable
1	Mr. Rahul Guha*	Managing Director and Chief Executive Officer	With effect from May 04, 2022
2	Mr. Dharmil Sheth	Managing Director	Up to May 04, 2022
		Non-Executive, Non-Independent Director	With effect from May 04, 2022
3	Mr. Hardik Dedhia	Non-Executive, Non-Independent Director	N.A.
4	Dr. Dhaval Shah	Non-Executive, Non-Independent Director	N.A.
5	Mr. G.S. Hegde	Independent Director	N.A.
6	Mr. Vishwas Kulkarni@	Independent Director	Up to May 23, 2023
7	Dr. Neetin Desai	Independent Director	N.A.
8	Dr. Indumati Gopinathan	Independent Director	N.A.
9	Dr. Prapti Ishwar Gilada$	Independent Director	With effect from July 14, 2023
10	Dr. Harshil Jiten Vora$	Independent Director	With effect from July 14, 2023

* The Board of Directors, in their meeting held on April 07, 2023 have also designated Mr Rahul Guha as chairperson of the Company, subject to approval of shareholders in the ensuing AGM.

@ Mr. Vishwas Kulkarni Independent Director of the Company resigned from the Board with effect from May 23, 2023 due to personal reasons.

$ Dr Prapti Ishwar Gilada and Dr Harshil Jiten Vora have been appointed as additional directors designated as Independent Directors of the Company for a period of 5 years commencing from July 14, 2023 subject to approval of the shareholder.

The details of Board and committee position, tenure of Directors, areas of expertise and other details have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company’s website at https://investor.thyrocare.com/

The constitution of the Board of your Company is in accordance with Section 149(6) of the Act, and Regulation 17 of the Listing Regulations. In terms of the provisions of Sections 2(51) and 203 of the Act, the Company has all the three KMPs in place as on March 31,2023.

During the financial year under review, all the Independent Directors of the Company have given their respective declaration(s) of independence in terms of

Section 149(7) of the Act and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the Independent Directors'' Databank. The Board of Directors of the Company has satisfied itself and is of the opinion that the Independent Directors possess relevant expertise and experience, and are persons of integrity.

Based on the written representations received from the directors, none of the above directors are disqualified under Section 164(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as a director. The Independent Directors have complied with the Code of Conduct prescribed in Schedule IV to the Act. In this regard, the Company has received affirmation from all the Independent Directors.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act, the Company had all the three KMPs in place during the year under review:

Sr. No	Name	Designation	Date of change during the year, if applicable
1	Mr. Rahul Guha	Managing Director and Chief Executive Officer*	With effect from May 04, 2022
2	Mr. Sachin Salvi1	Chief Financial Officer	-
3	Mr. Ramjee Dorai	Company Secretary & Compliance Officer	-

* The Board of Directors, in their meeting held on April 7, 2023 have also designated Mr. Rahul Guha as chairperson of the Company subject to approval of shareholders in the ensuing AGM.

c) Directors Liable to retire by Rotation

Pursuant to the provisions of Section 152(6)(d) of the Act read with the relevant rules made thereunder and the Articles of Association of the Company, Mr. Dharmil Sheth, is liable to retire by rotation, and being eligible, offers himself for reappointment. A brief resume of Mr. Dharmil Sheth, being eligible to be re-appointed as

director liable to retire by rotation along with the nature of his expertise, his shareholding in your Company and other details as stipulated under Regulation 36(3) of the Listing Regulations forms part of the explanatory statement to the notice calling ensuing 23^rd AGM. The Board hereby recommends his reappointment as Director of the Company at the ensuing 23^rd AGM.

d) Performance Evaluation

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation of the Board, its Committees and of individual Directors has been made are given in the "Corporate Governance Report, which forms part of this Report.

e) Number of meetings of the Board of Directors

During the financial year under review, the Board of Directors met on four occasions i.e. on April 29, 2022, August 01, 2022, November 11, 2022 and February 03, 2023.

The intervening gap between the meetings was within the prescribed limit of 120 (One hundred and Twenty) days as specified in the Act and Listing Regulations. The number of meetings of the Board that each director attended is provided in the report on Corporate Governance, annexed to, and forming part of, this report. The necessary quorum was present during all such meetings.

f) Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, your Board of Directors confirm, to the best of their knowledge and ability, that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed

(b) the 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, 2023 and of the Profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) t he Directors have prepared the annual accounts on a going concern basis;

(e) t he Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors and Auditors’ Report

M/s. MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No. 105047W) were appointed at the 21^st AGM of the Company held on June 26, 2021, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 21^st AGM till the conclusion of the 26^th AGM.

Total fees of '' 38,59,545/- (Rupees Thirty Eight Lakhs Fifty Nine Thousand Five Hundred and Forty Five) excluding GST were paid by the Company and its subsidiary (namely Nueclear Healthcare Limited ("Nueclear”), for all services including the reimbursement of out of pocket expenses on a consolidated basis, to the Statutory Auditors and all entities in the network firm/network entity of which the Statutory Auditors are a part for FY 2022-23.

The Statutory Auditors of the Company has issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company with unmodified opinion. The remarks made in the Auditors’ Report are self-explanatory and do not call for any further comments or explanations as per provisions of Section 134(3)(f) of the Act. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s. V Suresh Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report issued by M/s. V Suresh Associates, Practicing Company Secretaries, in Form MR-3 is annexed as Annexure 1 to this Report. The report of Secretarial Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. V. Suresh Associates have also carried out Secretarial Audit of Nueclear, unlisted material subsidiary, as required under Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Nueclear is annexed as Annexure 2 to this Report.

c) Cost Records and Cost Auditor

The Company has maintained cost records for the financial year 2022-23 as specified by Central Government under section 148(1) of the Act and such records have been audited by the Cost Auditor pursuant to the Companies (Cost Records and Audit) Rules, 2014.

As per the provisions of Section 148 (3) of the Act read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the Board of Directors, on the recommendation

of the Audit Committee, had reappointed Mr. S. Thangavelu, Cost and Management Accountant, as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2022-23.

The fees payable to Cost Auditor for Financial year 202223 was ratified by the members of the Company at the 22^nd AGM held on August 03, 2022.

d) Internal Auditors

M/s. Ernst & Young, Chartered Accountants, Internal Auditors of the Company, conducted the Internal Audit for the financial year 2022-23 as per the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures were taken wherever necessary.

e) Reporting of frauds, if any, by Auditors

During the year under review, none of the Auditors, Statutory Auditors, Internal Auditors, Secretarial Auditors or Cost Auditors have reported that any instance of fraud that is being or has been committed against the Company by its officers or employees, details of which need to be mentioned under the provisions of Section 143(12) of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees to effectively discharge its functions and responsibilities in compliance with the requirements of applicable laws and as a part of the best corporate governance practices. The terms of reference and the constitution of those Committees is in compliance with the applicable laws. The Committees of the Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

The details with respect to the composition, roles, terms of reference, etc. of the aforesaid committees are given in detail in the "Corporate Governance Report” which forms part of this Report. The dates on which meetings of Board Committees were held during the financial year under review and the number of meetings of the Board Committees that each Director attended is provided in the ‘Corporate Governance Report’. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting. During the year, all recommendation of the Committees were approved by the Board.

SUBSIDIARIES, ASSOCIATES AND JOINTVENTURES

a) Subsidiaries

Nueclear Healthcare Limited ("Nueclear”) is the wholly owned subsidiary of the Company and its entire share capital of 111,11,000 equity shares is held by your Company through itself and nominee shareholders. Nueclear is a material subsidiary of the Company in terms of the Listing Regulations.

Nueclear operates a growing network of molecular imaging centres, primarily focused on early and effective cancer detection and monitoring. Each of Nueclear’s imaging centres uses PET-CT scanners to assist in cancer diagnosis, staging, monitoring of treatment, and efficacy and evaluation of disease recurrence.

During the financial year under review, Nueclear had 9 centres which are operating smoothly from various locations as follows:

Fully Owned by Nueclear	Pet CT Partnership Scheme
Bangalore	Borivali, Mumbai
Hyderabad	Prabhadevi, Mumbai
Mumbai	Nashik
Delhi	Vadodara
Surat

Nueclear also owns and operates a medical cyclotron unit in Navi Mumbai, which produces the radioactive bio-marker required for PET-CT scanning.

Your Company has joined as a Partner in Pulse Hitech Health Services (Ghatkopar) LLP ("Pulse”), during the financial year under review. Pulse is engaged in providing various types of digital diagnostic services like CT Scan, MRI Scan, Digital X-ray, etc. Joining this LLP will give exposure to this kind of business, whereas Nueclear is engaged in providing PET-CT scan diagnostic services only. Your company has made investment of '' 2,55,00,000/- (Rupees Two Crores Fifty Five Lakhs Only) in Pulse with a profit sharing ratio of 51% in the LLP, and thus Pulse became a subsidiary of your Company effective from November 24, 2022, upon execution of a Supplementary LLP agreement.

b) Associates

Equinox Labs Private Limited ("Equinox”) is an associate company, where your Company holds 30% of the paid-up equity share capital of Equinox. Equinox is engaged in the business of water, food and other environment and hygiene testing.

c) Joint ventures

Your Company presently does not have any Joint Venture.

d) Financial performance of Subsidiaries and Associates

Pursuant to provisions of Section 129 of the Act, your Company shall place Consolidated Financial Statements before the members for its approval.

A statement containing the salient features of the financial statements of the Subsidiaries and Associate, pursuant to the first proviso to sub-section (3) of Section 129 in Form No. AOC-1 is annexed to this Report as Annexure 3.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at https://investor.thyrocare.com/.

Any shareholder may obtain a copy of audited financial statements of the Company and subsidiary companies as per the provisions of Section 136 of the Act, by reaching out to the Company at [email protected].

POLICIES, FRAMEWORK AND CONTROLS

a) Risk Management Framework and Policy

Your Company has in place a Risk Assessment and Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving various risks associated with the business. The main objective of the Risk Assessment and Management Policy of the Company is to establish a pro-active approach in foreseeing, evaluating, controlling, mitigating and resolving all kinds of risks associated with the business, so as to ensure sustainable business growth with stability. Your Company’s SOP’s, organizational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manage associated risks.

The Risk Management policy enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain up to the Risk Management Committee about how risks are being monitored, managed, assured and improvements are being made

The Risk Assessment and Management Policy of the Company can be accessed on website of the Company

at https://investor.thyrocare.com/corporate-governance-policies/

b) Vigil Mechanism (Whistle Blower Policy)

In accordance with sub-section (9) and (10) of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases.

The Whistleblower policy of the Company can be accessed on website of the Company at https://investor. thyrocare.com/corporate-governance-policies/.

During the financial year ended March 31, 2023, the Company has not received any whistleblower complaints.

c) Policy on Directors’ appointment, remuneration, and other details

Your Company’s Policy on Remuneration of Directors, Key Managerial Personnel and other Employees of the Company is formulated to attract, retain and motivate members of the Board and other executives of the Company. The Remuneration Policy of the Company provides a well-balanced and performance-related compensation package to the members for the Board and senior management personnel of the Company, taking into account shareholder’s interests, industry standards and relevant rules and regulations.

The Policy also provides for the criteria and qualification in evaluating the suitability of a person for being appointed as Director & in senior management that are relevant for the Company’s operations.

The Company’s policy relating to appointment of Directors and their remuneration, is available on the Company’s website at https://investor.thyrocare.com/ policies-11/.

d) Policy on prevention of Sexual Harassment

Your Company has adopted a policy and framework on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder ("POSH Act”). As per the requirement of the POSH Act and Rules made thereunder your Company has formed an Internal Complaints Committee to attend to any complaint of sexual harassment at the workplace and the process of

reporting such complaints ensures complete anonymity and confidentiality of information.

The statement and disclosures pertaining to POSH Act, are given in the Corporate Governance Report which forms part of this Report.

e) Dividend Distribution Policy

The dividend declared and paid is in accordance with the Company’s Dividend Distribution Policy, which has been disclosed in the Company’s website at https:// investor.thyrocare.com/policies-15/ as required under Regulation 43A of Listing Regulations.

f) Policy for determining material subsidiary

The Company has formulated a policy for determining Material Subsidiaries. The Policy is available on the Company’s website and can be accessed at https://investor.thyrocare.com/policies-5/

g) Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the Internal Auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended. During the year, such controls were tested and no reportable material weakness in the design or operation of such systems was observed.

DISCLOSURES

a) Particulars of contracts or arrangements with related parties

All the Contracts/Arrangements/Transections entered by the Company during the financial year with related parties were in ordinary course of business and on an arm’s length basis.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the Listing Regulations, if any related party tractions exceed '' 1,000 crore or 10% of annul consolidated turnover as per last audited financial statements whichever is lower, would be considered as material and require members’ approval. However, there were no material transactions under taken by the Company with any of its related parties as per the Act and Listing Regulations. Therefore, the disclosure of related party transactions as required under section 134 of the Act in form AOC-2 is not applicable to the Company for FY2022-23.

The Company’s Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board can be accessed on the Company’s website at https://investor.thyrocare.com/ wp-content/uploads/2023/06/Policy-on-Related-Party-Transections.pdf

b) Particulars of loans given, investments made, guarantees given, and securities provided

Particulars of investment made, during the financial year under review are disclosed in Note 7 to standalone financial statements. During the year the Company has not given any loan pursuant to Section 186 of the Act. However, during the financial year under review, the wholly owned subsidiary Nueclear has given a loan of '' 6 crores to Pulse for business purpose.

c) Corporate Social Responsibility Expenditure

Your Company has formed the CSR Committee as per the requirement of the Act. The details of Composition of CSR Committee is covered in the Corporate Governance Report which forms part of Annual Report. On recommendation of CSR Committee, the Board of Directors’ of your Company has approved the CSR Policy which is available on the website of your Company at https://investor.thyrocare.com/policies-3/. The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the the CSR activities undertaking by the Company during the financial year are set are set out in Annexure 4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provision of Section 135 of the Companies Act, 2013, the Company has transferred the total unspent amount relating to the ongoing projects of 2022-23 to a separate bank account within the stipulated time.

d) Particulars of employees

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure 5.

In terms of the provision of 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, a statement showing names of the top ten employees in terms of remuneration drawn and name and other particulars of the employee drawing remuneration in excess of the limit set out in the said rules forms part of the same annexure.

e) Employees Stock Purchase / Option Schemes

The members of the Company had approved granting of 5,05,359 Stock Options, equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years.

Out of this, a total no of 165,410 Options were exercised and equivalent no of shares have been allotted and a total of 121,287 Options granted are not yet due to exercising. There is a balance of 218,662 Options.

The Board has decided to modify the ESOP scheme and is placing the proposal to the Members for their approval at the ensuing AGM, details of which are given in the AGM Notice.

The disclosure as per rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 relating to Employees Stock Option Scheme is annexed to this report as Annexure 6.

f) Corporate Governance Report

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report. The Corporate Governance Report also contains certain disclosures required under the Act for the financial year under review.

A certificate from M/s. V Suresh, Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance Report forming part of this Annual Report.

g) Management’s Discussion and analysis

As required under the provisions of Regulation 34 (2) of the Listing Regulations, a separate section on Management’s Discussion and Analysis Report outlining the business of your Company is annexed to this Report.

h) Business Responsibility and Sustainability Report

As required under the provisions of 34(2) (f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report (BRSR) is annexed to this Report.

i) Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the applicable circulars issued by the MCA.

j) Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given out in Annexure 7 to this report.

k) Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, has been placed in the Company’s website, on https://investor.thyrocare.com/annual-return/

m) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, which will have an impact on the financial position of the Company except of following:

1. The Company has availed equipment financing facility of ''45 crores from HDFC Bank Limited and the purpose of this facility is to meet the funding requirements to complete the acquisition of lab equipment’s; and

2. The Company has paid an interim dividend of '' 18/-per equity share, i.e. 180% of face value of '' 10/-each in the month of April 2023 for the financial year 2022-23, (subject to deduction of applicable tax, if any) to those members whose name appear in the Register of Members as on April 20, 2023.

n) Transfer of unpaid/ unclaimed dividend amount and shares to Investor Education & Protection Fund

Members may please note that as per the provisions of Sections 124 & 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account along with underlying shares are being transferred by the Company to the Investor Education & Protection Fund.

Some of the Shareholders have not claimed dividend for the following years, and these amounts have been

transferred to the Unpaid Dividend Accounts of respective year, and are liable to be transferred to the Investor Education & Protection Fund after a period of seven years, as shown below:

Dividend for	No. of Shareholders who have not claimed	Unclaimed -Amount in ''	Date of declaration	Date of transfer to Unpaid Account	Last date for transfer to Investor Education Fund
2015-16 Final	1454	192,390	12-Sep-16	12-Oct-16	12-Oct-23
2016-17 Interim	375	62,590	28-Jan-17	27-Feb-17	27-Feb-24
2016-17 Final	371	72,100	12-Aug-17	11-Sep-17	11-Sep-24
2017-18 Interim	308	60,255	3-Feb-18	5-Mar-18	5-Mar-25
2017-18 Final	322	55,740	1-Sep-18	1-Oct-18	01- Oct-25
2018-19 Final	236	2,07,880	24-Aug-19	23-Sep-19	23-Sep-26
2019-20 Interim	274	59,080	7-Nov-19	7-Dec-19	7-Dec-26
2020-21 Interim	362	4,02,109	28-Oct-20	27-Nov-20	27-Nov-27
2020-21 Final	309	12,21,706	26-Jun-21	26-Jul-21	26-Jul-28
2021-22 Interim	295	183,142	29-Apr-22	29-May-22	27-May-29
2022-23 Interim	272	1,96,110	20-Apr-23	20-May-22	20-May-30

The unclaimed amount out of the Final Dividend declared for the Financial Year 2015-16 is due to be transferred in the current year to the Investor Education & Protection Fund under the provisions of Section 124 of the Act. This amount will be transferred as provided within the date specified as per the Act and the rules made thereunder. Therefore, concerned members may write to the Company or to the Company’s Registrar & Share Transfer Agent i.e. Link Intime India Private Limited, at the earliest, to claim their dividend. The complete process to claim unclaimed dividend is given on our website https://investor.thyrocare.com/

Members may note that along with the unclaimed dividend amount, the relevant shares shall also be transferred to the IEPF Authority. In accordance with the provisions of the Act, your Company is transferring the corresponding 266 equity shares of '' 10/- each, to credit of IEPF Authority during the FY 2023-24. Details of unclaimed/unpaid dividends lying in the unpaid dividend account up to the year, are available on our website https://investor.thyrocare.com/unclaimed-dividend/

o) Details of Shares in Demat / Unclaimed Suspense Account

The Company does not have any shares in the Demat suspense account or unclaimed suspense account.

p) Disclosures as per clause 5A to para A of part A of schedule III of Listing Regulations

Docon Technologies Private Limited, the promoter company of the Company, have made encumbrance on its entire shareholding i.e. 3,76,56,092 shares (71.14%) in the Company during the financial year 2022-23 in favour of Vistra ITCL (India) Limited (acting in its capacity as debenture trustee) for debentures issued by API Holdings Limited, a promoter group company of the Company pursuant to unattested share pledge agreement executed amongst Docon and debenture

trustee. The said creation of encumbrance on shares of the Company was duly reported to Stock Exchanges. The details of agreement can access on https://investor. thvrocare.com/disclosure-under-regulahon-30a-of-sebi-lodr/.

Change in the nature of business:

There is no change in the nature of core business of the Company or in that of the Subsidiary Company during the financial year under review.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future:

No significant and material order has been passed by the regulators, courts, or tribunals impacting the going concern status and company’s operations in future.

q) Other Disclosures

- The Company has not made any application and no proceeding is pending under the provisions of Insolvency and Bankruptcy Code 2016.

- The Company has not made any one-time settlement with any of the banks or financial institution.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise

- The Company has not issued any sweat equity shares.

- The Company has not raised any funds through preferential allotment or qualified institutional placement.

- Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

Acknowledgements

Your Directors wish to take the opportunity to thank all banks for the support extended by them.

Acknowledgements are also due to our customers for their continued patronage and the franchisees / authorised service providers and vendors for their co-operation.

Acknowledgments and appreciation are also due to the Employees for their sincere services towards the organisation.

Your Directors also wish to thank the members for the confidence they have reposed in the Board of Directors of the Company. Lastly, the Company is also thankful to the government and its regulatory bodies for their co-operation.

1

Mr. Sachin Salvi has resigned as Chief Financial Officer of the company w.e.f July 31, 2023.

---

Mar 31, 2022

Your Directors have pleasure in presenting their Twenty Second (22^nd) Annual Report along with the audited Stand-alone and Consolidated financial statements of Thyrocare Technologies Limited ("Company”) for the Financial Year ended March 31, 2022 and other relevant reports.

Financial Results:

A summary of the financial results of your Company for the Financial Year 2021-22 as compared with that of previous year is given below:

ft in Crores)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	561.53	474.27	588.86	494.62
Other income	7.40	12.28	29.25	12.43
Total income	568.93	486.55	618.11	50705
Expenses
Cost of materials consumed	161.79	159.02	166.25	162.37
Purchases of stock-in-trade	4.32	1.49	4.32	1.49
Changes in inventories of stock-in-trade	(0.88)	0.04	(0.88)	0.04
Employee benefits expense	58.82	56.79	61.13	58.07
Finance cost	2.38	0.66	2.37	0.87
Depreciation and amortisation expense	28.47	21.08	33.87	30.28
Other expenses	106.65	86.19	123.15	101.39
Total expenses	361.55	325.27	390.21	354.51
Profit before share of profit of associate, exceptional items and tax	207.38	161.28	227.90	152.54
Exceptional item-Provision for impairment of investment in subsidiary company	-	-		-
Share of (loss) / profit in associate	-	-	-0. 18	-0.07
Profit after exceptional items and before tax	207.38	161.28	227.72	152.47
Tax expense:
Current tax	56.21	44.25	-56.21	44.25
Deferred tax	-0.88	-2.74	4.63	-4.93
Total Tax	55.33	41.51	51.58	39.32
Profit for the year	152.05	119.77	176.14	113.15
Other comprehensive income for the year, net of income tax:
a) Items that will be reclassified subsequently to Profit or Loss	-0.06	-1.89	-0.10	-1.87
b) Items that will not be reclassified subsequently to Profit or Loss	0.02	0.48	0.02	0.48
Total comprehensive income for the year	152.01	118.36	176.06	111.76
Earnings per share [Nominal value of ''10 each]:
a) Basic earnings per share (INR)	28.75	22.66	33.30	21.41
b) Diluted earnings per share (INR)	28.70	22.62	33.25	21.37

Highlights of Company’s performance:

On a standalone basis, our Revenue from Operations has increased to '' 561.53 crores in the current year from '' 474.27 crores in previous year, registering an increase of 18.40%. Our Profit before Exceptional Items and tax was '' 207.38 crores in the current year as against '' 161.28 crores in previous year, registering an increase of 28.58%.

Dividend for	No. of Shareholders who have not claimed	Unclaimed -Amount in ''	Date of declaration	Date of transfer to Unpaid Account	Last date for transfer to Investor Education Fund
2015-16 Final	1454	1,92,390	12.09.2016	12-10-2016	12-10-2023
2016-17 Interim	375	62,590	28.01.2017	27-02-2017	27-02-2024
2016-17 Final	371	72,100	12.08.2017	11-09-2017	10-09-2024
2017-18 Interim	308	60,255	03.02.2018	05-03-2018	04-03-2025
2017-18 Final	322	55,740	01.09.2018	01-10-2018	30-09-2025
2018-19 Final	236	2,07,880	24.08.2019	23-09-2019	22-09-2026
2019-20 Interim	274	59,080	07.11.2019	06-12-2019	05-12-2026
2020-21 Interim	362	402,109	28-10-2020	27-11-2020	27-11-2027
2020-21 Final	309	12,21,706	26-06-2021	25-07-2021	25-07-2028

On a consolidated basis, our Revenue from Operations has increased to '' 588.86 crores in the current year from '' 494.62 crores in previous year, registering an increase of 19.05 %. Our Profit before Exceptional Items and tax was '' 227.90 crores in the current year as against ''152.54 crores in previous year, registering an appreciable increase of 49.41%.

The standalone and the consolidated financial statements of your Company have been prepared in accordance with Ind AS notified under Section 133 of the Act

Dividend to the Shareholders:

Pursuant to the decision of the Board of Directors on April 29, 2022, your Company has paid an interim dividend of '' 15/-per equity share, i.e. 150% of face value of '' 10/- each, (after deduction of applicable tax, if any) to those shareholders whose names were on the register of members as on May 12, 2022, the record date fixed for this purpose.

Your Directors have decided, having regard to all the relevant factors, that this would be the full and final dividend for the financial year 2021-22.

The total dividend payout works out to about 52.24 % of your Company’s Stand-alone Profit after tax.

There is no Dividend amount relating to previous years, which remains unpaid / unclaimed for a period of seven years, requiring transfer to the Investor Education & Protection Fund under the provisions of Section 124 of the Companies Act, 2013.

The Shareholders may note that along with the Unclaimed Dividend Amount, the relevant shares shall also be transferred to the IEPF Authority.

Therefore, the Shareholders concerned may write to the Company or to the Company’s Registrar & Share Transfer Agent, Link Intime India Private Ltd. at the earliest, to claim their dividend.

Details of Shares in Demat / Unclaimed Suspense Account:

Your Company does not have any shares in the Demat suspense account or unclaimed suspense account.

Dividend Distribution Policy:

The Dividend declared and paid is in accordance with your Company’s Dividend Distribution Policy, which has been disclosed in your Company’s website, Investor Relations (thyrocare.com), as required under Regulation 43-A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,("SEBI Listing Regulation) as amended.

Transfer of unclaimed dividend to Investor Education & Protection Fund:

Members may please note that as per the provisions of Sections 124 & 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred to the Investor Education & Protection Fund.

Some of the Shareholders have not claimed dividend for the following years, and these amounts have been transferred to the Unpaid Dividend Accounts of respective years, and are liable to be transferred to the Investor Education & Protection Fund after a period of seven years, as shown below:

Share Capital:

During the year under review, following change has taken place in the Equity Share Capital of your Company.

In October 2021, your Company allotted 28,913 new equity shares at face value to the eligible employees who had exercised the Stock Options granted to them in 2018.

Consequent on the allotment of shares as above, the Paid-up Equity Capital of your Company stands at '' 52,90,33,320/-(Rupees Fifty Two Crores Ninety Lakhs Thirty Three Thousand Three Hundred and Twenty only) made up of 5,29,03,332 equity shares of '' 10/- each, as shown below:

	No. of shares	Amount - ''
AUTHORISED EQUITY SHARE CAPITAL	10,00,00,000	100,00,00,000
ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL
As on 01-04-2021	52,874,419	528,744,190
Add: No. of shares issued under ESOP Scheme - Granted in 2018 and vested in 2021	28,913	289,130
As on 31-03-2022	52,903,332	529,033,320

Reserves & Surplus: The closing balance of Retained Earnings of your Company, after all adjustments and appropriations, has gone up to '' 352.48 Crores as shown below: '' in Crores
	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Retained Earnings - Opening balance	279.57	214.05	259.92	201
Add: Profit of the year including other Comprehensive income	152.01	118.36	176.06	111.76
Add: adjustment on account of change in accounting policy	0.21	-	0.21	-
Less: Final/Interim dividend on equity shares	-79.31	-52.84	-79.31	-52.84
Retained Earnings - Closing balance	352.48	279.57	356.88	259.92
Total Reserves & Surplus as the close of the financial year under review stands at '' 467.78 Crores, as shown below: '' in Crores
	Standalone		Consolidated
	31-03-2022	31-03-2021	31-03-2022	31-03-2021
Capital Reserve	30.25	30.25	31.71	31.71
Securities Premium Account	71.51	69.71	71.51	69.71
Share Options Outstanding Account	3.43	2.93	3.44	2.94
Capital Redemption Reserve	0.96	0.96	0.96	0.96
General Reserve	9.17	9.17	9.17	9.17
Retained Earnings	352.45	279.57	356.88	259.92
Total	46778	392.59	473.67	374.41

Your Company has not transferred any amounts to other reserves of the Company during the financial year ended March 31, 2022

Material changes and commitments, if any, affecting the financial position of your Company, which have occurred between the end of the financial year to which the financial statements relate, and the date of the report:

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, which will have an impact on the financial position of your Company.

Change of Promoters and Management:

On September 02, 2021, Docon Technologies Private Limited (Docon) acquired 3,49,72,999 equity shares having a face value of ''10/- each from erstwhile promoters, Dr. A. Velumani and Mr. A. Sundararaju and nine other promoter group shareholders after complying with the statutory requirements as provided under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations”). Docon also acquired additional 26,83,093 equity shares having face value of ''10/- each from public through the open offer made by them pursuant to the provisions of SEBI (SAST) Regulations. Thus Docon Technologies Private Limited acquired a total no of 3,76,56,092 equity shares representing 71.22% (71.18% as on date of this report, due to marginal increase in the paid-up equity capital consequent on issue of 28,913 new shares under ESOP) of the total paid up capital of your Company and has become new promoter of your Company.

Consequently, your company has become a subsidiary company of Docon Technologies Private Limited, pursuant to the provisions of Sec. 2(87) of the Companies Act, 2013 w.e.f. September 02, 2021

As API Holdings Limited is the holding company of Docon Technologies Private Limited, it has become the Ultimate holding company and part of Promoter Group of your Company w.e.f September 02, 2021

Both NSE and BSE have also approved reclassification of erstwhile Promoter shareholders as persons belonging to Public category under the provisions of Regulation 31A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Auditors & Audit Reports:Statutory Auditors:

MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No. 105047W) were appointed at the 21^st Annual General Meeting (AGM) of the Company held on June 26, 2021, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 21^st Annual General Meeting till the conclusion of the 26^th Annual General Meeting. Therefore, they will continue to function as the Statutory Auditors of the Company for the current financial year, 202223. The particulars of payment made to Statutory Auditors’ fees, on consolidated basis for FY 2021-22 are given below:

Particulars	Amount
Fees for audit and related services (including quarterly audits)	0.38
Tax Audit	0.02
Total:	0.40

The reports given by the Auditors on the standalone and consolidated financial statements of your Company for the year under review form part of this Report. Statutory Auditor’s comments on the Annual Financial Statements of your Company for year ended March 31, 2022, both on Standalone and Consolidated basis, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in their reports on the Standalone and the Consolidated Annual Financial Statement of your Company for the year under review.

Secretarial Auditors:

As required under the provisions of Section 204 (1) of the Companies Act, 2013, and Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, your Company is required to undertake a Secretarial Audit and Secretarial Compliance Audit. Accordingly, V Suresh Associates, Practising Company Secretaries, Chennai, appointed by the Board of Directors to conduct Secretarial Audit of your Company, have conducted the Audit.

The Secretarial Audit Report issued by the Secretarial Auditors, V Suresh Associates, Practising Company Secretaries, Chennai, in Form MR-3 is furnished in An nexure-1, attached to this report as required under the said provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The report Secretarial Auditors does not contain any qualification, reservation, adverse remark or disclaimer.

V. Suresh Associates have also carried out Secretarial Audit of unlisted Subsidiary Company, Nueclear Healthcare Limited, as required under the Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Internal Auditors:

M/s. Ernst & Young. Chartered Accountants, who were appointed as Internal Auditors of your Company during the year under review, in the place of M. Chinnaswamy & Co., who had submitted their resignation as Internal Auditors citing personal reasons, conducted the Internal Audit for the financial year 2021-22 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures were taken wherever necessary.

Cost Auditor:

As per Rule 3 of Companies (Cost Records & Audit) Rules, 2014, your company is required to maintain cost records and accordingly such records and accounts are prepared and maintained.

As per the provisions of Section 148 (3) of Companies Act, 2013, read with Rule 14 of Companies (Audit & Auditors) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had reappointed Mr. S. Thangavelu, Cost and Management Accountant, Coimbatore, as Cost Auditor for conducting the audit of cost records of your Company for the financial year 2021-22 on a remuneration of '' 1,00,000/- (Rupees One Lakh Only) exclusive of GST and out -of-pocket expenses.

He has been appointed as Cost Auditor for the financial year 2022-23 also on the same remuneration

Mr. S. Thangavelu has conducted cost audit for the financial year 2021-22 and has submitted his report, which was taken on record by the Audit Committee and Board of Directors.

Approval of the Members is sought by way of ratification for the remuneration payable to him FY2021-22 and FY2022-23, as required under the above provisions of Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014.

Reporting of Frauds by Auditors

During year under review, none of the Auditors - Statutory Auditors, Internal Auditors, Secretarial Auditors or Cost Auditors - have reported that any instance of fraud that is being or has been committed against the Company by its officers or employees, details of which need to be mentioned under the provisions of Section 143(12) of the Companies Act, 2013.

Directors and KMPs:A) Changes in Directors and Key Managerial Personnel:

Following changes have taken place in the composition of Board of Directors / KMPs due to the change in control referred to above:

Cessation:

Dr. A. Velumani resigned as Chairman & Managing Director, Mr. A. Sundararaju resigned as Executive Director & Chief Financial Officer, and Ms. Amruta Velumani resigned as Non-Executive Non-Independent Director with effect from September 02, 2021.

Your Directors place on record their sincere appreciation for the contribution made above directors during their tenure as Directors of the Company

Appointments:

Mr. Dharmil Sheth and Mr. Hardik Dedhia were appointed as Additional Directors (Non-Executive Non Independent Director) with effect from September 02, 2021 and Dr. Dhaval Shah was appointed as an Additional Director (Non-Executive Non Independent Director) with effect from October 06, 2021. Pursuant to the provisions of section 161 of the Companies Act, 2013, they would hold office up to the date of the ensuing Annual General Meeting. The Company has received Notice under Sec. 160 of the Companies Act, 2013, from a member of the Company proposing the names of the above three Additional Directors for appointment as Directors liable to retire by rotation.

The Board has appointed Mr. Rahul Guha as Managing Director & Chief Executive Officer in their meeting held on February 05, 2022. Mr. Rahul Guha has communicated that he will take charge on May 04, 2022. The Board has, therefore, appointed Mr. Dharmil Sheth as Managing Director with effective from 12 February, 2022 to hold office till the

time Mr. Rahul Guha takes charge as Managing Director and CEO. Thereafter Mr. Dharmil Sheth will continue the Board as a Non-Executive Non Independent director

There is no director due to retire by rotation this year as per Section 152 of the Companies Act, 2013 as all Directors representing the erstwhile Promoter Group have resigned during the Financial Year and newly appointed directors are seeking appointments at ensuing Annual General Meeting. All other Directors are Independent Directors.

Mr. Sachin Salvi, who was working as Senior Vice President-Finance, has been appointed as Chief Financial Officer, effective from January 28, 2022.

All appointments were through the recommendation of Nomination and Remuneration Committee.

Pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

Details of above changes in the position of directors are given below:
S. No	Name	Designation	Appointed / Resigned	Effective dateI
1	Dr. A. Velumani	Chairman & Managing Director	Resigned	2-Sep-21
2	Mr. A. Sundararaju	Executive Director & CFO	Resigned	2-Sep-21
3	Ms. Amruta Velumani	Non-Executive Non Independent	Resigned	2-Sep-21
4	Mr. Dharmil Sheth	Additional Director, Non-Executive Non-Independent	Appointed	2-Sep-21
		Managing Director*	Appointed	12-Feb-22
5	Mr. Hardik Dedhia	Additional Director, Non-Executive Non-Independent	Appointed	2-Sep-21
6	Dr. Dhaval Shah	Additional Director, Non-Executive Non-Independent	Appointed	6-Oct-21
7	Mr. Sachin Salvi	Chief Financial officer	Appointed	28-Jan-22
*As Mr. Raul Guha, appointed as Managing Director & Chief Executive Officer, was expected to join on May 04, 2022, the Board of Directors, at their meeting held on February 12, 2022, appointed Mr. Dharmil Sheth as the Managing Director for the interregnum period, in order to comply with the provisions of Sec 203 of the Companies Act, 2013. Accordingly, Mr. Dharmil Sheth occupied the position of Managing Director

In terms of the provisions of Sections 2(51) and 203 of the Act, your Company has all the three KMPs in place as on 31-03-2022.

Managing Director	Dr. A. Velumani - up to 02-09-2021	Mr. Dharmil Sheth -from 12-02-2022
Chief Financial Officer	Mr. A. Sundararaju -up to 02-09-2021	Mr. Sachin Salvi - from 28-01-2022
Company Secretary Mr. Ramjee Dorai

As on 31-03-2022, the Board has seven directors, including one Managing Director, two Additional Directors (non-independent and non-executive directors) and four Independent Directors (including a Woman Independent Director). This meets with the requirements of the Companies Act, 2013 and rules framed thereunder and the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Brief resumes of Mr. Dharmil Sheth, Mr. Hardik Dedhia, Mr. Dhaval Shah and Mr. Rahul Guha and nature of their expertise in functional areas and the name of the companies in which they hold the Directorship and the Chairmanship/ Membership of the Committees of the Board, and other details as stipulated under SEBI (Listing Obligations and

Disclosure Requirements), Regulations 2015, the Companies Act, 2013 and applicable Secretarial Standards are given as Explanatory Statement of AGM notice.

B) Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Director’s Databank. The Independent Directors have complied with the Code of Conduct prescribed in Schedule IV to the Act.

C) Formal Annual Evaluation of Board, its Committees and Directors including Independent Directors:

The Board of Directors carried out an evaluation of its own performance and that of its Committees and Individual Directors in accordance with the provisions of Section 134(3) (p) of Companies Act, 2013, read with Rule 8 (4)

of the Companies (Accounts) Rules, 2014, and SEBI (LODR) Provisions.

As per the provisions of Section 149 (8) of the Companies Act, 2013, read with Clause VIII of Schedule IV of the said Act, and Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, annual evaluation of the performance of all the Independent Directors was done by the entire Board of Directors, excluding the Director being evaluated.

As per the provisions of Clause VII of Schedule IV of the said Act, and Regulation 25(3) & (4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, all the Independent Directors had, at an exclusive meeting held on March 31, 2022, under the chairmanship of Mr. Gopal Krishna Shivaram Hegde, the Lead Independent Director, reviewed the performance of non-independent directors and the board of directors as a whole, reviewed the performance of the Chairperson and assessed the quality, quantity and timeliness of flow of information between the management and the board of director They recorded their satisfaction and had no adverse comments to make.

As per the provisions of Section 178(2) of the Companies Act, 2013, and as provided under Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee has specified the manner and criteria for effective evaluation of performance of Board, its Committees and individual director

Accordingly, evaluation of the performance of the individual directors was done based on criteria such as attendance, meaningful participation in the deliberations, contribution to the discussions at the Board / Committee meetings, understanding of the fiduciary duties of a Director, etc.

In the case of Independent Directors, their fulfillment of independence criteria as specified in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and their independence from the Management, not having any pecuniary relationship with the Company, etc., was also considered during evaluation.

Evaluation of the performance of the Board and its Committees was done based on the criteria such as constructive nature of discussions, ability to analyze the issues and take considered decisions, adherence to statutory requirements, ability to draw clear business strategies, etc.

The last year’s observations and current year’s observation did not warrant any follow up action.

Policy on directors’ appointment, remuneration, and other details:

The Company’s policy relating to appointment of directors and remuneration, is available on the Company’s website at

Investor Relations (thyrocare.com) as required under subsection (3) of Section 178 of the Companies Act, 2013.

The details of Board and committee position, tenure of directors, areas of expertise and other details has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on your Company’s website at Investor Relations (thyrocare.com)

Number of meetings of the Board of Directors:

During the year under review, the Board of Directors met on fifteen occasions as follows:

(i) May 08, 2021, (ii) June 16 , 2021, (iii)July 22, 2021 (iv) August 03, 2021, (v) August 12, 2021 (vi) September 02, 2021 (vii) October 06, 2021 (viii) October 27, 2021 (ix) November 13, 2021 (x) December 16, 2021 (xi) January 10, 2022 (xii) January 28, 2022 (xiii) February 05, 2022 (xiv) February 12, 2022 (xv) March 31, 2022

The number of Meetings of the Board that each Director attended is provided in the Report on Corporate Governance, appended to, and forming part of, this Report.

REMUNERATION POLICY FOR DIRECTORS,KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees. The policy formulated by Nomination and Remuneration Committee is given in the Annexure-2, attached to this report. The Policy is also made available on your Company’s website, Investor Relations (thyrocare.com)

COMMITTEES

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant Committees are given

in detail in the ‘Report on Corporate Governance’ of your Company which forms part of this Report. The dates on which Meeting of Board Committees were held during the financial year under review and the number of Meetings of the Board Committees that each Director attended is provided in the ‘Report on Corporate Governance’. The minutes of the Meetings of all Committees are circulated to the Board for discussion and noting.

During the year, all recommendation of the committees were approved by the Board.

Corporate Social Responsibility Expenditure:

During the year under review, your Company has spent a total sum of '' 5.56 Crore on the CSR activities as approved by the CSR Committee. This was ''0.54 crore more than the amount statutorily required to be spent, and this will be carried forward to be set off against CSR expenditure to be incurred up to immediately succeeding three financial years, as provided under the Proviso to Section 135(5) of the Companies Act, 2013, and Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Policy of your company has been made available on its website, Investor Relations (thyrocare.com)

Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure-3, attached to this report.

Risk management framework and policy:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company’s SOP’s, Organizational structure, management systems, code of conduct, policies and Values together govern how your Company conducts its business and manage associated risks.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the management chain upto the Risk Management Committee on a periodic basis about how risks are being monitored, managed, assured and improvements are made.

Your Company has formulated a Risk Management policy identifying the elements of risk, and it has been made available on the website of your Company, Investor Relations (thyrocare.com)

Code of Conduct:

As required under Regulation 17(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has laid down a Code of Conduct for all Board Members and Senior Management of your Company. The Code of Conduct has been communicated to all the Directors and Senior Management personnel. The Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2021-22. The Senior Management personnel have also submitted declarations confirming that, in none of the financial / commercial transactions of your Company, they had any personal interest conflicting with the interests of your Company.

Vigil Mechanism (Whistle Blower Policy):

In accordance with Sub-Section (9) and (10) of Section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, as amended, your Company has in place a Vigil Mechanism (Whistle Blower Policy) to enable directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of your Company’s Code of Conduct. Your Company has displayed in its website, Investor Relations (thyrocare.com) the full details of the Policy, including the name, address and mail-id of the Chairman of the Audit Committee, to whom the disclosures should be made, ec. There is no change in the Whistle-blower Policy adopted by your Company, during the year under review.

During the financial year ended March 31, 2022, your Company did not receive any complaint or any other report/ intimation coming under the ambit of Whistle Blower Policy.

Policy on prevention of Sexual Harassment:

Your Company has zero tolerance towards any action of any employee which may fall under the ambit of ‘Sexual Harassment’ at workplace and is fully committed to uphold and maintain the dignity of every woman working in your Company. Your Company has formed a Committee to attend to any complaint of sexual harassment at the workplace. The statement and disclosures pertaining to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, are given in the Corporate Governance Report.

During the financial year ended March 31, 2022, your Company has not received any complaint from any employee pertaining to any sexual harassment.

Subsidiaries, Associates and Joint Ventures:

Nueclear Healthcare Limited (Nueclear) is the wholly owned subsidiary and its entire share capital made up of 1,11,11,000 equity shares are held by your company, which includes 6 shares held in the name of six nominees who are holding one share each, as nominees of your company, in order to meet with the statutory requirement of having a minimum number of seven shareholders.

Nueclear operates a growing network of molecular imaging centres, primarily focused on early and effective cancer detection and monitoring. Each of Nueclear’s imaging centres uses PET-CT scanners to assist in cancer diagnosis, staging, monitoring of treatment, and efficacy and evaluation of disease recurrence.

During the year under review, Nueclear has 8 centres which are operating smoothly from various locations as follows:

Fully Owned by us	Pet CT Partnership Scheme
Bangalore	Borivali
Hyderabad	Prabhadevi
Mumbai	Nashik
Delhi	Vadodara

Nueclear also owns and operates a medical cyclotron unit in Navi Mumbai, which produces the radioactive bio-marker required for PET-CT scanning.

Equinox Labs Private Limited (Equinox) is an associate company, where your company has made an investment of '' 20 Crores in its equity share capital. Your company is presently holding 4,29,186 numbers of equity shares of the above company, constituting 30% of their paid-up Equity Share Capital. Thus, Equinox has become an Associate company of your company, as defined in Section 2 (6) of the Companies Act, 2013. Equinox is engaged in the business of water, food and other environment and hygiene testing.

Your company presently does not have any Joint Venture.

A statement containing the salient feature of the financial statement of your Company’s Wholly-owned Subsidiary and the Associate company, pursuant to the first proviso to subsection (3) of Section 129 has been given in Form No. AOC-1, attached to this report as Annexure-4.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of your Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on your Company’s website at Investor Relations (thyrocare.com).

Particulars of contracts or arrangements with related parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. However, the particulars of the contracts and arrangements

entered into by your Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which were on arms’ length basis (not material transections) as provided under Explanation (b) to the third proviso thereto and the details have been furnished in Form AOC-2 enclosed as Annexure-5.

The policy on materiality of Related Party Transactions is uploaded on the website of your Company and the link for the same is provided in the ‘Report on Corporate Governance’. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Particulars of loans, guarantees or investments under Section 186:

Your Company has not given any loan, provided any guarantee/ security or made any investment, under Section 186 of the Companies Act, other than what has been disclosed in the financial statements, pursuant to the provisions of Section 186 (4) of the Companies Act, 2013 and Schedule V of the Listing Regulations.

Corporate Governance Report:

Your Company believes that robust Corporate Governance practices are critical for enhancing and retaining stakeholder’s trust and confidence. Your Company always ensures that its performance goals and targets are achieved in compliance with its sound corporate governance practices. The efforts of your Company are always focused on long term value creation. Inherent to such an objective is to continuously engage and deliver value to all its stakeholders including members, customers, partners, employees, lenders and the society at large.

The Report on Corporate Governance, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review.

A certificate from M/s V Suresh Associates Practising Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Report on Corporate Governance.

Management’s Discussion and analysis

As required under the provisions of Regulation 34 (2) (e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis is attached and forms part of this Annual Report.

Business Responsibility Report :

As required under the provisions of 34 (2) (f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Business Responsibility Report (BRR) is attached and forms part of this Report

Compliance with Secretarial Standards:

Your Company has followed the applicable Secretarial Standards ie. SS-1 and SS-2, relating to ‘Meetings of Board of Directors’ and ‘General Meetings’ respectively.

Particulars of employees:

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12), of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time

Name of the Directors	Position	Ratio to median remuneration	%age of increase in the financial year
Executive Directors / KMPs
Dr. A. Velumani	Managing Director up to 02-09-2021	*	*
Mr. A. Sundararaju	Executive Director & CFO up to 02-09-2021	21.43	**
Mr. Dharmil Sheth	Managing Director from 12-02-2022		***
Mr. Sachin Salvi	Chief Financial Officer from 28-01-2022	32.14	50.00%
Mr. Ramjee Dorai	Company Secretary	10.71	7.14%
* Does not arise, as Dr. A. Velumani, Chairman & Managing Director, has opted to receive a token remuneration of Re. 1/- only per month. ** Does not arise, as there was no change in the remuneration of Mr. A. Sundararaju, Executive Director & Chief Financial Officer. *** Does not arise as Mr. Dharmil Sheth has opted to not receive any remuneration from the Company The non-executive directors are not getting any remuneration.

Independent directors are being paid sitting fee only. There is no increase in the Sitting Fee payable per meeting. However, the actual amount paid may differ based on the number of meetings attended by them.

Dr. A. Velumani and Mr. A. Sundararaju were the Chairman & Managing Director, and Director & Chief Financial Officer, respectively, of the wholly-owned subsidiary, Nueclear Healthcare Limited. However, they were not receiving any remuneration from Nueclear.

Mr. Hardik Dedhia has been appointed as Managing Director, and Mr. Sachin Salvi as Chief Financial Officer of Nueclear Healthcare Limited. However, both of them are not getting any remuneration from NHL.

The percentage increase in the median remuneration of employees in the financial year: 10.67 %

The number of permanent employees on the rolls of Company as on 31-03-2022: 2115

Mr. Hardik Dedhia, Mr. Dharmil Sheth, Mr. Dhaval Shah and Mr. Sachin Salvi are the Managing Director, and Director & Chief Financial Officer, respectively, of the wholly-owned subsidiary, Nueclear Healthcare Limited. However, they are not receiving any remuneration from Nueclear.

B. In terms of the provisions of 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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits

set out in the said rules , forms part of Annexure 6 to this Board’s report.

Employees Stock Purchase / Option Schemes:

As already intimated, your Company had allotted 33,650 equity shares in the year 2014 to Thyrocare Employees Stock Option Trust, as approved by the shareholders, which got multiplied to 1,34,600 equity shares subsequent to the Bonus issue made in 2014. These shares vested on the eligible employees numbering One Hundred, on April 01, 2018 and all of them have exercised their option to acquire these shares, and the shares have been transferred to the respective employees, except for a small quantity of 364 shares which is also being transferred shortly.

The Shareholders had also approved granting of 5,05,359 Nos. of Stock Options, equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years at the rate of 0.10% with an increase or decrease of 0.02% depending on the Company’s growth.

Accordingly, your Company has already issued Stock Options for the years 2014-15 to 2020-21, out of which the Options granted for 2014-15, 2015-16, 2016-17 and 2017-18 got vested on the continuing eligible employees and the Options granted to a few employees who have left before the date of vesting, got lapsed and have been added back to the pool.

This year, it is proposed to grant Stock Options not exceeding 40,429 Equity Shares, which would vest on the eligible employees after a lock-in period of three years, subject to their continuing in service, and the proposal is being placed before the Members for their approval. The details of Options granted, shares allotted, etc., are given below:

Total Options approved		505,359
Less: Options exercised
Granted in 2014-15 and exercised in 2018-19	33,973
Granted in 2015-16 and exercised in 2019-20	37,759
Granted in 2016-17 and exercised in 2020-21	38,054
Granted in 2017-18 and exercised in 2021-22	28,913
Total Options exercised		138,699
Balance		366,660
Less: Options granted but not yet vested
- 2018-19	40,429
- 2019-20	40,429
- 2020-21	40,429
121,287
Balance		245,373
Less: Options to be granted now for 202122 - not exceeding	40,429
Further balance		204,944

The disclosure as per rule 12 (9) of The Companies (Share Capital and Debentures) Rules, 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-7, attached to this report.

The certificate issued by the Secretarial Auditors regarding compliance with the Scheme implemented during the year under review in accordance with the SEBI (Share Based Employee Benefit) Regulations, 2021 and the resolution passed at the annual general meeting

Consent of the shareholders is being sought for granting of Stock Options under the ESOP Scheme.

Change in the nature of business:

There is no change in the nature of core business of your Company or in that of the Subsidiary Company during the year under review.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in the Annexure-8, attached to this report.

Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2022, has been placed in your Company’s website, on Investor Relations (thyrocare.com)

Insurance:

All properties and insurable interests of your Company including building, plant and machinery and stocks have been fully insured.

Internal Financial Controls and their Adequacy:

Internal Financial Controls are an integrated part of the risk management process, addressing financial risks and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional experts and testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively considering the nature of our industry and are operating as intended. During the year, such controls were reviewed and no material weakness in the design or operation was observed.

Directors’ Responsibility Statement:

Pursuant to the provisions of Sub-Section 5 of Section 134 of the Companies Act, 2013, your Board of Directors confirm, to the best of their knowledge and ability, 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) they 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 at the end of the financial year and of the Profit of the company for that period;

( ) t hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including

audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2021-22.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1) The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) 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.

3) During the financial year under review, except as specified in the above sections, there were no other change in share capital of the Company (Including Sweat Equity, under ESOP’s or equity shares with differential rights as to dividend, voting or otherwise or Buyback).

4) The provisions of section 197(14) of the Companies Act, 2013, in relation to disclosure of remuneration or commission received by a managing or whole-time director from the company’s holding or subsidiary company are not applicable to the Company.

5) There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

6) There were no one time settlements with taking loan from Banks or Financial Institutions and hence there are no details to be disclosed for difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions.

Acknowledgements:

Your Directors take this opportunity to thank all the Government and Regulatory Authorities, Financial Institutions, Banks, Customers, Vendors, Suppliers and Members and all other stakeholders for their valuable continuous support.

The Boards of Directors also wish to place on record its sincere appreciation for the committed services by the Company’s executives, staff and workers.

Your Directors also wish to thank the Members for the confidence they have reposed in the Board of Directors of the Company.

For and on behalf of the Board of Directors, Thyrocare Technologies Limited

Dharmil Sheth Hardik Dedhia

Place: Navi Mumbai Managing Director Director Date: 29-04-2022 DIN: 06999772 DIN: 06660799

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Mar 31, 2018

TO THE MEMBERS

The Directors have pleasure in presenting their 18th Annual Report, along with the audited Stand-alone and Consolidated financial statements of the Company for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS:

The Stand-alone and Consolidated financial results for the financial year 2017-18 are given below:

	Stand-alone		consolidated
	2017-18	2016-17	2017-18	2016-17
1 Revenue
(a) Revenue from operations	3,317.94	2,975.27	3563.15	3043.87
(b) Other income	236.34	114.08	229.96	122.42
Total revenue	3,554.29	3,089.35	3,793.10	3,166.29
2 Expenses	-	-
(a) Cost of materials consumed	880.68	757.48	921.95	792.23
(b) Purchases of stock-in-trade	24.10	25.61	24.10	25.61
(c) Changes in inventories of stock-in-trade	3.67	-3.61	3.67	-3.61
(d) Employee benefits expense	324.89	302.21	353.39	320.00
(e) Finance cost	4.02	2.57	4.35	2.68
(f) Depreciation and amortisation	120.83	116.91	201.00	180.51
(g) Other expenses	694.53	746.41	812.77	757.80
Total expenses	2052.72	1947.58	2321.23	2075.21
3 Profit before exceptional items and tax	1,501.56	1,141.77	1,471.87	1,091.08
4 Exceptional items	-21.93	-274.33	-21.93	-274.33
5 Profit after exceptional items and before tax	1,479.64	867.44	1,449.94	816.74
6 Tax expense:
(a) Current tax	523.65	403.01	523.65	402.98
(b) Deferred tax	-4.39	-2.26	-6.46	-14.69
Total Tax	519.26	400.75	517.19	388.29
7 Profit after tax	960.38	466.70	932.75	428.45
8 Other Comprehensive Income for the year, net of income tax	1.69	0.33	1.67	0.33
9 Profit for the year	962.07	467.03	934.42	428.79
10 Earnings per share [Nominal value of Rs.10 each]:
(a) Basic	17.91	8.69	17.39	7.99
(b) Diluted	17.85	8.69	17.34	8.13

DIVIDEND:

Your Directors are happy to recommend a Final Dividend of Rs.5/-(Rupees Five only) per share.

Your company has already paid an Interim Dividend of Rs.5/- (Rupees Five only) per share. With the final dividend, the total dividend for the year under review would be 100%, i.e., Rs.10/- (Rupees Ten only) per share.

The total Dividend pay-out would work out to 55.94% of the Company’s Stand-alone Profit after tax.

DIVIDEND DISTRIBUTION POLICY:

The Dividend declared/recommended is in accordance with the Company’s Dividend Distribution Policy, which has been disclosed in the Company’s website, ‘www.thyrocare.com”, as required under Regulation 43-A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

Members may please note that as per the provisions of Sections 124 & 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred to the Investor Education & Protection Fund, and the relevant shares shall also be transferred to the IEPF Authority.

Some of the Shareholders have not claimed dividend for the following years, and these amounts have been transferred to the respective Unpaid Dividend Accounts, and are liable to be transferred to the Investor Education & Protection Fund as shown below:

Dividend for	No. of shareholders	Unclaimed -Amount – Rs.	Date of transfer to unpaid Account	Due date for transfer to Investor Education & Protection Fund
2015-16 Final	1457	205505	12-10-2016	12-10-2023
2016-17 Interim	375	62925	27-02-2017	27-02-2024
2016-17 Final	372	72265	11-09-2017	10-09-2024
2017-18 Interim	153	36070	05-03-2018	04-03-2025

Therefore, the Shareholders concerned may write to the Company or to the Company’s Registrar & Share Transfer Agent, Link Intime India Private Ltd., at the earliest, to claim their dividend.

There is no Dividend amount relating to previous years, which remains unpaid / unclaimed for a period of seven years, requiring transfer to the Investor Education & Protection Fund under the provisions of Section 124 of the Companies Act, 2013.

SHARE CAPITAL:

During the year under review, there was no change in the Equity Share Capital of the Company.

The Authorised Share Capital of the Company is Rs.1,00,00,00,000/- made up of 10,00,00,000 Equity Shares of Rs.10/- each, and the Issued, Subscribed and Paid Up Share Capital remains Rs.53,72,35,330/- made up of 5,37,23,533 Equity Shares of Rs.10/- each.

reserves & surplus:

Total Reserves & Surplus as the close of the financial year under review stands at Rs.4001.54 Million, as shown below:

Rs. in millions

	As on
	31-03-2018	31-03-2017
Capital Reserve	302.52	275.39
Securities Premium Account	1272.28	1232.93
Share Options Outstanding Account	28.13	50.38
General Reserve	91.67	91.67
Retained Earnings	2306.94	1992.18
Total	4001.54	3642.55

If the Final Dividend of Rs.5/- is approved by the Shareholders, the Dividend and Dividend Distribution Tax would absorb Rs.323.30 Million and the Reserves & Surplus would stand reduced to that extent.

DEPOSITS:

The Company has not accepted any public deposits and as such, there is no outstanding amount towards repayment of principal or payment of interest as on the date of the balance sheet.

PERFORMANCE OF THE SUBSIDIARY COMPANY, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Nueclear Healthcare Limited (NHL), the wholly owned subsidiary of your company, continues to be engaged in PET-CT Scan imaging diagnostic business. NHL has a total number of six Scanning Centres - three centres situated at Navi Mumbai, New Delhi and Hyderabad which are fully owned by them, and the three centres in Surat, Vadodara and Raipur, have been set up in collaboration with third parties, on a joint-venture (partnership) basis. These centres are doing good business.

NHL is planning to further expand this business by setting up another 14 centres in important cities / towns, on joint-venture basis with promising entrepreneurs, over a period of time.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING The Financial POSITION OF The company which have occurred between THE END OF THE FINANCIAL YEAR OF THE COMPANY TO which THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, that will have an impact on the financial position of the Company.

auditors’ REPORT:

The Auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company for the year under review.

APPOINTMENT OF AUDITORS:

It is proposed to reappoint M/s. B S R & Co. LLP, Chartered Accountants, as Auditors of the Company from the conclusion of this 18th Annual General Meeting till the conclusion of 19th Annual General Meeting.

M/s. B S R & Co. LLP have confirmed their willingness to be reappointed as Auditors of the Company and issued a certificate that they fulfill the criteria provided in the Companies Act, 2013. Their reappointment is being placed before the Members for their ratification.

INTERNAL AuDITORS:

M/s. M. Chinnaswamy Jai Vinoth and Associates, Chartered Accountants, Coimbatore, appointed as Internal Auditors of the Company, conducted Internal Audit for the financial year 2017-18 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Their report were reviewed by the Audit Committee and follow-up measures taken wherever necessary.

COST AUDITOR:

The Board had appointed Mr. S. Thangavelu, Cost and Management Accountant, Coimbatore, as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2017-18. He has conducted the Audit and submitted his report. The approval of Members is sought by way of ratification for the remuneration payable to him, as required under the provisions of Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by Mr. V. Suresh, Practising Company Secretary, Chennai, in Form MR-3 is furnished in Annexure-1, attached to this report. The Secretarial Auditor has not made any qualification, reservation, adverse remark or disclaimer.

DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

The Board of Directors presently consists of Eight (8) Directors, viz. three Promoter-Directors (including a Woman Director), one Non-Independent, Non-Executive Woman Director, and four Independent Directors. This meets with the requirements of the Companies Act, 2013 and rules framed thereunder and the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

At the last Annual General Meeting, the Members appointed Dr. Indumati Gopinathan as a Director in the place of Mr. Sohil Chand, who was due for re-election at the last Annual General Meeting but had expressed his intention not to seek re-election. Dr. Indumati Gopinathan is a Non-Executive, Non-Independent Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Memorandum & Articles of Association of the Company, Mr. A. Sundararaju, Executive Director & Chief Financial Officer, retires by rotation, and being eligible offers himself for reappointment.

In accordance with the provisions of Sections 152, 160 and 161 of the Companies Act, 2013 and the Memorandum & Articles of Association of the Company, Miss. Amruta Velumani, appointed as a Director in the casual vacancy caused by the untimely, sad demise of Mrs. Sumathi Velumani, Director, would hold office upto the date of this Annual General Meeting. The Company has received a notice from a Member, together with the requisite deposit, proposing her candidature for appointment as a Director liable to retire by rotation.

The Company has all the Key Managerial Personnel in place as required under the provisions of Companies Act, 2013, viz. Dr. A. Velumani, Chairman & Managing Director as CEO, Mr. A. Sundararaju, Executive Director as CFO and Mr. Ramjee Dorai, as Company Secretary, and there is no change in the key managerial personnel during the year.

B) Declaration by Independent Directors:

The Company has received necessary declaration from all the four Independent Directors under Sub-section 7 of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Companies Act, 2013.

C) Formal Annual Evaluation of Board, its Committees and Directors:

Pursuant to the provisions of the Companies Act, 2013, including Schedule IV of the said Act, and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a formal annual evaluation was made by the Board of its own performance and that of its Committees and individual directors.

Evaluation of the performance of the Board and its Committees was done with reference to the constructive nature of discussions, ability to analyze the issues and take informed decisions, adherence to statutory requirements, etc.

Performance evaluation of individual directors, including Independent Directors, was done by the entire Board of Directors, excluding the director being evaluated. The performance of the individual directors was evaluated based on criteria such as attendance and contribution at Board / Committee meetings, understanding of the issues involved, ability to bring in new ideas and initiatives, commitment to fulfill the obligations and responsibilities of a director, etc.

The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole, as also the performance of the Chairperson of the Company and the Executive Director, and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, at an exclusive meeting held without the attendance of Non-Independent Directors and Members of the Management, where all the Independent Directors were present. They had no adverse comment to make.

number of meetings of the board of directors:

During the year under review, the Board of Directors met on four occasions as follows:

(i) 09-05-2017 (ii) 12-08-2017. (iii) 09-12-2017 and (iv) 03-02-2018.

audit committee:

The Audit Committee consists of two Independent Directors and one Executive Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Independent Chairman Director

2. Mr. Vishwas Kulkarni, Independent Director Member

3. Mr. A. Sundararaju, Executive Director & Chief Member Financial Officer

The composition of the Audit Committee meets with the requirement of the Section 177 of the Companies Act, 2013 and Clause 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. All the recommendations of the Audit Committee were accepted by the Board, and there was no instance where Board did not accept the recommendation of the Audit Committee during the year under review.

nomination and remuneration committee:

The Nomination & Remuneration Committee consists of two Independent Directors and one Non-Executive Non-Independent Director, as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Independent Chairman Director

2. Mr. Vishwas Kulkarni, Independent Director Member

3. Dr. Indumati Gopinathan, Non-Executive Non- Member Independent Director

The composition of the Nomination and Remuneration Committee meets with the requirements of the Section 178 of the Companies Act, 2013 and Clause 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy formulated by Nomination and Remuneration Committee is given in the Annexure-2, attached to this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consists of one Independent Director, one Executive Director and one Non-Executive Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Independent Chairman Director

2. Mr. A. Sundararaju, Executive Director & CFO Member

3. Miss. Amruta Velumani, Non-Executive Director Member

The composition of the Nomination and Remuneration Committee meets with the requirements of the Section 178 of the Companies Act, 2013 and Clause 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

corporate social responsibility (csr) committee:

The Company has constituted a Corporate Social Responsibility Committee as provided under Sec. 135 of the Companies Act, 2013 and the rules framed thereunder. The Committee consists of two Independent Directors and one Executive Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Independent Chairman Director

2. Mr. Vishwas Kulkarni, Independent Director Member

3. Mr. A. Sundararaju, Executive Director & CFO Member

During the year under review, the Company has spent a total sum of Rs.20.05 Million on the CSR activities as approved by the CSR Committee and Audit Committee.

Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure-3, attached to this report.

risk management committee:

Though it is not mandatory under the existing guidelines, the Company has voluntarily constituted a Risk Management Committee consisting of one Independent Director, one Executive Director and one Non-Executive Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Independent Chairman Director

2. A. Sundararaju, Executive Director & CFO Member

3. Miss. Amruta Velumani, Non-Executive Director Member

code OF conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been communicated to all the Directors and Senior Management personnel. The Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2017-18.

vigil mechanism:

The Company has introduced a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct. There is no change in the Whistle-blower Policy adopted by the Company in the last year.

policy on prevention of sexual HARASSMENT:

The Company has formed a Committee to attend to any complaint of sexual harassment. During the financial year ended March 31, 2018, the Company has not received any complaint from any employee pertaining to any sexual harassment.

STATEMENT OF PARTicuLARS OF APPOINTMENT AND REMuNERATION OF MANAGERIAL PERSONNEL:

There are no managerial personnel, who were in receipt of remuneration of not less than the limit mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the whole financial year or part of the financial year.

subsidiaries, joint ventures and associate companies:

Nueclear Healthcare Limited is the wholly owned subsidiary of your company and its entire share aggregating to 1,11,11,000 equity shares is held by your company, which includes 6 shares held in the name of six nominees who are holding one share each, as nominees of your company, in order to meet with the requirement of having a minimum number of seven shareholders.

Your company was holding 5,440 equity shares in Thyrocare International Holding Company (TIHC), Mauritius, valued at Rs.16.15 Million, which is about 9.09% of the total equity share capital of the said company. TIHC is holding 51% of the equity share capital of Thyrocare Gulf Laboratories WLL, Bahrain. During the previous year, your company had decided to sell its entire holding at the acquisition cost to a related party, but for want of approval of RBI, the sale could not go through. Since TIHC has incurred substantial losses and is in the process of winding up its operations, the aforesaid investment is impaired.

During the year under review, your company has invested Rs.20 Crores in the equity share capital of Equinox Labs Private Limited (Equinox), a company engaged in the business of water, food and other environment and hygiene testing. While Rs.10 crores was paid by cash, for another Rs.10 crores, your company transferred the Water Testing business, on a slump sale basis, valued at Rs.10 Crore. Equinox has issued 4,29,185 numbers of equity shares of the Company, constituting 30% of their paid-up Equity Share Capital and your company is entitled to have two directors as nominees on their Board. Thus, Equinox has become an Associate company of your company, as defined in the Companies Act, 2013.

A statement containing the salient feature of the financial statement of the Company’s subsidiary, joint venture, and Associate companies, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form No. AOC-1, as Annexure-4, attached to this report.

particulars of contracts or arrangements with RELATED PARTIES:

The particulars of the contracts and arrangements entered into by the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which were on arms’ length basis as provided under Explanation (b) to the third proviso thereto and the details have been furnished in Form No. AOC-2, as Annexure-5, attached to this report.

particulars of loans, guarantees or investments under section 186:

The Company has given Loan aggregating to Rs.245 Million to Nueclear Healthcare Limited under the provisions of Section 186 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, and the details have been disclosed in the financial statements.

During the financial year under review, your company has made an investment of Rs.20,00,00,000/- (Rupees Twenty Crores only) in Equinox Labs Private Limited, a company engaged in food and water testing business, as mentioned above; out of this, Rs.10,00,00,000/was paid in cash and for the remaining Rs.10,00,00,000/-, the Company has sold and transferred its Water Testing Business on slump sale basis for an equivalent consideration.

particulars of employees

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors	Position	Ratio to median remuneration
Executive Directors
Dr. A. Velumani	Managing Director & CEO	N.A.
Mr. A.Sundararaju	Executive Director & CFO	23.08

(ii) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary

Name of the Directors	Position	%age of increase in the financial year
Executive Directors / KMPs
Dr. A. Velumani	Managing Director & CEO	*
Mr. A.Sundararaju	Executive Director & CFO	**
Mr. Ramjee Dorai	Company Secretary	7.80%

* Does not arise, as Dr. A. Velumani, Chairman & Managing Director, has opted to receive a token remuneration of Re. 1/- only per month. ** Does not arise, as Mr. A. Sundararaju, Executive Director & Chief Financial Officer, has opted to receive a lesser remuneration of Rs.5 lakhs only per month.

The non-executive directors are not getting any remuneration. Independent directors are being paid sitting fee only.

(iii) the percentage increase in the median remuneration of employees in the financial year: 9.09%

(iv) the number of permanent employees on the rolls of Company as on 31-03-2018: 974

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase was 10.16% in the salaries of employees other than the managerial personnel, and the average increase in the Remuneration of managerial Personnel (Other than Directors) was 12.12%. In comparison, there is no unreasonable difference.

(vi) The remuneration paid to Key Managerial Personnel is as per the Remuneration Policy of the Company.

(vii) There was no employee who was in receipt of remuneration, during the year under review, in excess of the limit specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEES Stock PURCHASE / option SCHEMES:

The Company had allotted 33,650 equity shares in the year 2014 to Thyrocare Employees Stock Option Trust, as approved by the shareholders, which got multiplied to 1,34,600 equity shares subsequent to the Bonus issue made in 2014. These shares vested on the eligible employees numbering One Hundred, on April 01, 2017 and all of them have exercised their option to acquire these shares.

Out of these, 133,381 equity shares have already been transferred to the respective employees, and the transfer of the remaining 1,219 equity shares to four employees is in the process and is expected to be completed shortly.

The Shareholders had also approved granting of Stock Options equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years at the rate of 0.10% with an increase or decrease of 0.02% depending on the Company’s growth.

Accordingly, the Company has already issued Stock Options equivalent to 40,434 Equity Shares in 2014-15, Stock Options equivalent to 50,537 Equity Shares in 2015-16, and Stock Options equivalent to 50,529 Equity Shares in 2016-17. All these options would vest on the eligible employees after a lock-in period of three years, subject to their continuing in service on the respective vesting dates.

This year, it is proposed to grant Stock Options equivalent to 40,452 Equity Shares, which would vest on the eligible employees after a lock-in period of three years, subject to their continuing in service, and the proposal is being placed before the Members for their approval. The disclosure as per rule 12 (9) of The Companies (Share Capital and Debentures) Rules, 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-6, attached to this report.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of core business of the Company or in that of the Subsidiary Company during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE:

No significant and material order has been passed by the regulators, courts, or tribunals impacting the going concern status and company’s operations in future.

business responsibility REPORT:

Your Company has been declared as one of the top 500 companies listed in both NSE and BSE based on market capitalization as on 3103-2018, and hence is required to furnish a Business Responsibility Report, under the provisions of Regulation No. 34 (2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Rules, 2015. Accordingly, the Business Responsibility Report is enclosed as an annexure to the Board’s Report.

conservation of energy, technology absorption and foreign exchange earnings AND outgo:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in the Annexure-7, attached to this report.

extract OF THE annual return:

As per the provisions of Sub-Section 3 of Section 92 of the Companies Act, 2013, read with rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is furnished as Annexure-8, attached to this report.

INsuRANCE:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management policy and it has been published on the website of the Company, www.thyrocare.com.

INTERNAL FINANCIAL CONTROLs:

The Company has in place adequate internal financial controls with reference to financial reporting. During the year, such controls were reviewed and no material weakness in the design or operation was observed.

directors’ responsibility statement:

Pursuant to the provisions of Sub-Section 5 of Section 134 of the Companies Act, 2013, your Board of Directors confirm, to the best of their knowledge and ability, 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) they 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 at the end of the financial year and of the Profit of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors wish to take the opportunity of thanking Axis Bank, IDBI Bank, ICICI Bank and Citibank for support extended by them.

Thanks are also due to our customers for their continued patronage and the franchisees / authorised service providers and vendors for their co-operation.

Thanks are also due to the Employees for their sincere services and co-operation.

Your Directors also wish to thank the Members for the confidence they have reposed in the Board of Directors of the Company.

For and on behalf of the Board of Directors,

Thyrocare Technologies Limited

Dr. A. Velumani

Chairman & Managing Director

DIN: 00002804

Place: Navi Mumbai

Date: 28-04-2018

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Mar 31, 2017

TO THE MEMBERS

The Directors have pleasure in presenting their 17th Annual Report, along with the audited stand-alone and consolidated financial statements of the Company for the Financial Year ended March 31, 2017.

Financial Results:

The Stand-alone and Consolidated financial results for the financial year 2016-17 are given below:

Stand-alone Consolidated
	2016-17	2015-16	2016-17	2015-16
1 Revenue
(a) Revenue from operations	3,000.59	2,351.35	3068.06	2409.65
(b) Other income	80.79	52.04	90.92	65.42
Total revenue	3,081.38	2,403.39	3158.98	2475.07
2 Expenses
(a) Cost of materials consumed	783.76	596.60	815.54	630.33
(b) Purchases of stock-in-trade	86.37	66.42	86.37	66.42
(c) Changes in inventories of stock-in-trade	(8.63)	6.83	(8.63)	6.82
(d) Employee benefits expense	293.50	242.86	311.28	256.98
(e) Depreciation and amortization	116.89	113.53	180.47	182.37
(f) Other expenses	676.50	492.56	679.80	514.12
Total expenses	1,948.39	1,518.80	2064.83	1657.04
3 Profit before exceptional items and tax	1,132.99	884.59	1094.15	818.03
4 Exceptional items
5 Profit on sale of undertaking	-	2.98	-	-
6 Profit after exceptional items and before tax	1,132.99	887.57	1094.15	818.03
7 Tax expense:
(a) Current tax	403.70	321.00	403.70	321.00
(b) Current tax expense relating to prior years	(0.64)	(4.10)	(0.67)	(4.10)
(c) Deferred tax	(18.53)	(16.87)	(18.53)	(16.87)
Total Tax	384.53	300.03	384.50	300.03
8 Profit after tax	748.46	587.54	709. 65	518.00
Earnings per share [Nominal value of Rs, 10 each]: (31 March 2014 : Rs, 10 each)]:
(a) Basic	13.93	11.42	13.21	10.06
(b) Diluted	13.91	11.41	13.19	10.06

Dividend:

Your Company has already paid Interim Dividend at the rate of Rs, 5/- (Rupees Five only) per share amounting to Rs, 268.64 Million and paid Dividend Distribution Tax amounting to Rs, 53.94 Million thereon, as approved by the Board at its meeting held on January 28, 2017.

Your Directors are happy to recommend a Final Dividend of Rs, 5/-(Rupees Five only) per share. With this, the total dividend for the year under review would be 100%, i.e., Rs, 10/- (Rupees Ten only) per share.

The total Dividend would work out to 86.29% of the Company''s Stand-alone Profit after tax.

Transfer of unclaimed dividend to Investor Education & Protection Fund:

Since there was no unpaid/unclaimed Dividend relating to previous year(s), the provisions of Sections 205-A and 205-C of Companies Act, 1956 / Section 124 and 125 of the Companies Act, 2013, which came into effect from September 2016, do not apply.

Share Capital:

During the year under review, there was no change in the Equity Share Capital of the Company.

The Authorized Share Capital of the Company is Rs,1,00,00,00,000/made up of 10,00,00,000 Equity Shares of Rs,10/- each, and the Issued, Subscribed and Paid Up Share Capital remains Rs, 53,72,35,330/made up of 5,37,23,533 Equity Shares of Rs, 10/- each.

Reserves & Surplus:

Out of the current year''s profit of Rs, 748.46 Million, after appropriation of Rs, 322.58 Million towards Interim Dividend and the Dividend Distribution Tax already paid, there is a balance of Rs, 425.88 Million. There is an addition of Rs, 24.63 Million in Share Options Outstanding Account. With this, the total Reserves & Surplus stands at Rs, 3667.12 Million.

If the Final Dividend of Rs, 5/- is approved by the Shareholders, the Reserves & Surplus would stand reduced to the extent of Dividend and Dividend Distribution Tax paid.

Deposits:

The Company has not accepted any public deposits and as such, there is no outstanding amount towards repayment of principal or payment of interest as on the date of the balance sheet.

Performance of the Subsidiary Company, included in the consolidated financial statement:

Nueclear Healthcare Limited (NHL), the wholly owned subsidiary of your company, continues to be engaged in PET-CT Scan business and is charging a very nominal rate of Rs, 10,000/- per scan for PET-CT scans, while many other scanning centres are charging around Rs, 25,000/- for the same.

You will be happy to know that our subsidiary has achieved a market share of about 15%-20% of all the PET-CT Scans being taken in the country. We are planning to expand this business by setting up similar PET-CT Scan Centres in other important cities, on partnership basis with promising entrepreneurs.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relates and till the date of the report, which will have an impact on the financial position of the Company.

Auditors’ Report:

The Auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company for the year under review.

Appointment of Auditors:

It is proposed to re-appoint M/s. B S R & Co. LLP, as Auditors of the Company from the conclusion of the 17th Annual General Meeting till the conclusion of 18th Annual General Meeting.

M/s. B S R & Co. LLP have confirmed their willingness to be appointed as Auditors of the Company and issued a certificate that they fulfill the criteria provided in the Companies Act, 2013. Their reappointment is being placed before the Members for their ratification.

Internal Auditors:

M/s. M. Chinnaswamy Jai Vinoth and Associates, Chartered Accountants, Coimbatore, appointed as Internal Auditors of the Company, conducted Internal Audit for the financial year 2016-17 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures taken wherever necessary.

Cost Auditor:

The Board has appointed Mr. S. Thangavelu, Cost and Management Accountant, Coimbatore, as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2016-17. The approval of Members is sought by way of ratification for the remuneration payable to him, as required under the provisions of Companies Act, 2013.

Secretarial Audit Report:

The Secretarial Audit Report issued by Mr. V. Suresh, Practicing Company Secretary, Chennai, in Form MR-3 is furnished in Annexure-1, attached to this report. The Secretarial Auditor has not made any qualification, reservation, adverse remark or disclaimer.

Directors: A) Changes in Directors and Key Managerial Personnel:

The Board of Directors presently consists of Eight (8) Directors, viz. three Promoter-Directors (including a woman director), one Non-Executive Nominee Director (nominee of a Non-resident Investor Company) and four Independent Directors. This meets with the requirements of the Companies Act, 2013 and rules framed there under, and the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Memorandum & Articles of Association of the Company, Mr. Sohil Chand, Non-Executive Nominee Director, retires by rotation at this Annual General Meeting and being eligible offers himself for re-election.

The Company has all the Key Managerial Personnel in place as required under the provisions of Companies Act, 2013, viz. Dr. A. Velumani, Chairman & Managing Director as CEO, Mr. A. Sundararaju, Executive Director as CFO and Mr. Ramjee Dorai, as Company Secretary, and there is no change in the key managerial personnel during the year.

B) Declaration by Independent Directors:

The Company has received necessary declaration from all the four Independent Directors under Sub-section 7 of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Companies Act, 2013.

C) Formal Annual Evaluation of Board and Directors:

Pursuant to the provisions of Companies Act, 2013, including Schedule IV of the said Act, and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a formal annual evaluation was carried out by the Board of its own performance and that of its Committees and individual directors.

Performance evaluation of Independent Directors was done by the entire Board of Directors, excluding the director being evaluated.

The evaluation was based on criteria such as attendance and contribution at Board / Committee meetings, understanding of the issues involved, ability to bring in new ideas and initiatives, commitment to fulfill the obligations and responsibilities of a director, etc.

The Independent Directors reviewed the performance of Non Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and the Executive Director, and assessed the quality, quantity and timeliness of flow of information between the Company

Management and the Board, at an exclusive meeting held without the attendance of Non-Independent Directors and Members of the Management, where all the Independent Directors were present.

Number of meetings of the Board of Directors:

During the year under review, the Board of Directors met on 6 occasions as follows:

(i) 11-06-2016, (ii) 22-07-2016 (iii) 27-08-2016 (iv) 24-10 2016, (v) 28-01-2017 and (vi) 24-03-2017.

Audit Committee:

The Audit Committee consists of two Independent Directors and one Non-Executive Nominee Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Chairman Independent Director -

2. Mr. Vishwas Kulkarni, Independent Director - Member

3. Mr. Sohil Chand, Non-Executive Nominee Member. Director -

The composition of the Audit Committee meets with the requirement of the Section 177 of the Companies Act, 2013. All the recommendations of the Audit Committee were accepted by the Board, and there was no instance where Board did not accept the recommendation of the Audit Committee during the year under review.

Corporate Social Responsibility (CSR) Committee:

The Company has constituted a Corporate Social Responsibility Committee as provided under Sec. 135 of the Companies Act, 2013 and the rules framed there under. The Committee consists of two Independent Directors and one Executive Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, Chairman Independent Director -

2. Mr. Vishwas Kulkarni, Independent Director - Member

3. Mr. A. Sundararaju, Executive Director & CFO Member.

During the year under review, the Company has spent a total sum of '' 13.51 Million on the CSR proposals as approved by the CSR Committee and Audit Committee.

Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure-2, attached to this report.

Nomination and Remuneration Committee:

The Company has constituted a Nomination & Remuneration Committee consisting of two Independent Directors and one Non Executive Nominee Director as follows:

1. Mr. Gopalkrishna Shivaram Hegde, - Chairman Independent Director

2. Mr. Vishwas Kulkarni, Independent Director - Member

3. Mr. Sohil Chand, Non-Executive Nominee - Member. Director

The composition of the Nomination and Remuneration Committee meets with the requirements of the Section 178 of the Companies Act, 2013. The policy formulated by Nomination and Remuneration Committee is given in the Annexure-3, attached to this report.

Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee consisting of one Independent Director, one executive Director and one non-executive director as follows:

1 Mr. Gopalkrishna Shivaram Hegde, Independent - Chairman. Director

2 Mr. A. Sundararaju, Executive Director & CFO - Member.

3 Miss Amruta Velumani, Non-Executive Director - Member.

Risk Management Committee:

Though it is not mandatory under the existing guidelines, the Company has voluntarily constituted a Risk Management Committee consisting of one Independent Director, one executive Director and one non-executive director as follows:

1 Mr. Gopalkrishna Shivaram Hegde, Independent - Chairman. Director

2 Mr. A. Sundararaju, Executive Director & CFO - Member.

3 Miss Amruta Velumani, Non-Executive Director - Member.

Risk management policy:

The Company has formulated a Risk Management policy and it has been published on the website of the Company. The audit committee has additional responsibility in the area of financial risks and controls. Major risks identified, if any, are systematically addressed through appropriate actions on a continuous basis.

Insurance:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial reporting. During the year, such controls were reviewed and no material weakness in the design or operation was observed.

Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been communicated to all the Directors and Senior Management personnel. The Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the financial year 2016-17.

Vigil Mechanism:

The Company has introduced a vigil mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct, if any. There is no change in the Whistle-blower Policy adopted by the Company in the last year.

Policy on prevention of Sexual Harassment:

The Company has formed a Committee to attend to any complaint of sexual harassment. During the financial year ended March 31, 2017, the Company has not received any complaint from any employee pertaining to any sexual harassment.

Statement of particulars of appointment and remuneration of managerial personnel:

The Statement of particulars of appointment and remuneration of managerial personnel, who were in receipt of remuneration of not less than the limit mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-4, attached to this report.

Subsidiaries, Joint Ventures and Associate Companies:

Nueclear Healthcare Limited is the wholly owned subsidiary of your company and its entire share aggregating to 1,11,11,000 equity shares is held by your company.

Your company has been holding 5,440 equity shares in Thyrocare International Holding Company (TIHC), Mauritius, valued at '' 16.15 Million, which is about 9.09% of the total equity share capital of the said company. TIHC is holding 51% of the equity share capital of Thyrocare Gulf Laboratories WLL, Bahrain. During the year under review, your company decided to sell its entire holding at the acquisition cost to a related party, but it could not be completed for want of approval of Reserve Bank of India.

A statement containing the salient feature of the financial statement of the Company''s subsidiary and joint venture, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form No. AOC-1 , as Annexure-5, attached to this report.

Particulars of contracts or arrangements with related parties:

The particulars of the contracts and arrangements entered into by the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which were on arms'' length basis as provided under Explanation (b) to the third proviso thereto, have been furnished in Form No. AOC-2, as Annexure-6, attached to this report.

Particulars of loans, guarantees or investments under Section 186:

The particulars of loans, guarantees, and investments, as applicable, have been disclosed in the financial statements.

Particulars of employees

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the directors	Position	Ratio to median remuneration
Executive directors
Dr. A. Velumani	Managing Director & CEO	72.73
Mr. A.Sundararaju	Executive Director & CFO	36.36

(ii) The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary

Name of the directors	Position	%age of increase in the financial year
Executive directors / KMPs
Dr. A. Velumani	Managing Director & CEO	48.15
Mr. A.Sundararaju	Executive Director & CFO	55.04
Mr. Ramjee Dorai	Company Secretary	20.13

The non-executive directors are not getting any remuneration. Independent directors are being paid sitting fee only.

(iii) The percentage increase in the median remuneration of employees in the financial year: 20.06%

(iv) The number of permanent employees on the rolls of Company as on 31-03-2017: 808

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase was about 20% in the salaries of employees other than the managerial personnel, and the average increase in the managerial remuneration was about 51%.

(vi) The remuneration paid to Key Managerial Personnel is as per the Remuneration Policy of the Company.

(vii) There was no employee who was in receipt of remuneration, during the year under review, in excess of the limit specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Employees Stock Purchase / Option Schemes:

The Company had allotted 33,650 equity shares in the year 2014 to Thyrocare Employees Stock Option Trust, as approved by the shareholders, which got multiplied to 1,34,600 equity shares subsequent to the Bonus issue made in 2014. These shares vested on the eligible employees on April 01, 2017 and the process of transferring the shares to the employees concerned has been initiated.

The Shareholders had also approved granting of Stock Options equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years at the rate of 0.10% with an increase or decrease of 0.02% depending on the Company''s growth.

Accordingly, the Company has issued Stock Options equivalent to 40,434 Equity Shares in 2014-15 and Stock Options equivalent to 50,537 Equity Shares in 2015-16, all of which would vest on the eligible employees on expiry of three years from the date of sanction, subject to their continuing in service on the respective vesting dates.

This year, it is proposed to grant Stock Options equivalent to 50,529 Equity Shares, which would vest on the eligible employees on expiry of three years from the date of sanction, subject to their continuing in service, and the proposal is being placed before the Members for their approval. The disclosure as per rule 12 (9) of The Companies (Share Capital and Debentures) Rules, 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-7, attached to this report.

Change in the nature of business:

There is no change in the nature of core business of the Company or in that of the Subsidiary Company during the year under review.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future:

No significant and material order has been passed by the regulators, courts, or tribunals impacting the going concern status and company''s operations in future.

Business Responsibility Report:

Your Company has been declared as one of the top 500 companies listed in both NSE and BSE and hence is required to furnish a Business Responsibility Report, under the provisions of Regulation No.34 (2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Accordingly, the Business Responsibility Report is forming part of this Report.

Extract of the Annual Return:

As per the provisions of Sub-Section 3 of Section 92 of the Companies Act 2013, read with rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is furnished as Annexure-8, attached to this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules 2014, are given in the Annexure-9, attached to this report.

Directors’ Responsibility Statement:

Pursuant to the provisions of Sub-Section 5 of Section 134 of the Companies Act, 2013, your Board of Directors confirm, to the best of their knowledge and ability, 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) they 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 at the end of the financial year and of the Profit of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Acknowledgements:

Your Directors wish to take the opportunity of thanking Axis Bank, IDBI Bank, ICICI Bank and Citibank for support extended by them.

Thanks are also due to our customers for their continued patronage and the franchisees / authorized service provider vendors for their co-operation.

Thanks are also due to the Employees for their sincere services and co-operation.

Your Directors also wish to thank the Members for the confidence they have reposed in the Board of Directors of the Company.

For and on behalf of the Board of Directors,

Thyrocare Technologies Limited

Dr. A. Velumani

Chairman & Managing Director

DIN:00002804

Place: Navi Mumbai

Date: 09-05-2017

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Mar 31, 2016

The Directors have pleasure in presenting their 16th Annual Report, along with the audited stand-alone and consolidated financial statements of the Company for the Financial Year ended March 31, 2016.

1. Financial Results:

The Stand-alone and Consolidated financial results for the financial year 2015-16 are given below:

(Rs. In Million)

Stand-alone Consolidated

Financial results - 2015-16 2014-15 2015-16 2014-15

1 Revenue

(a) Revenue from Operations 2351.35 1800.76 2409.65 1829.58

(b) Other Income 52.04 76.95 65.43 81.09

Total Income 2403.39 1877.71 2475.07 1910.67

2 Expenses:

(a) Cost of materials consumed 596.60 486.56 630.33 492.62

(b) Purchase of Stock in trade 66.42 66.70 66.42 66.70

(c) Change in inventories of stock-in-trade 6.83 (1-03) 6.82 (1-03)

(d) Employee benefit expense 242.86 169.64 256.98 174.81

(e) Depreciation & amortization expense 113.52 107.09 182.37 128.65

(f) Other expenses 492.56 344.19 514.12 372.76

Total Expenses 1518.80 1173.15 1657.04 1234.51

3 Profit before exceptional items and tax 884.59 704.56 818.03 676.16

4 Exceptional item - Profit on sale of undertaking 2.98 17.79 - -

5 Profit before tax 887.57 722.35 818.03 676.16

6 Profit from continuing operations before tax] - - - -

7 Tax expense (300.03) (235.79) (300.03) (235.79)

8 Net Profit/(Loss)from Ordinary activities after tax 587.54 486.56 518.00 440.37

9 Minority interest - - - 11.79

10 Net Profit/(Loss)after tax, minority interest 587.54 486.56 518.00 452.17

11 EPS - Basic 11.42 9.95 10.06 9.14

12 EPS - Diluted 11.41 9.95 10.06 9.14

Dividend:

Your Company has already paid two Interim Dividends at the rate of Rs.3.75/- each, totaling to Rs.7.50 per share aggregating to a total amount of Rs.379.02 Million, and paid Dividend Distribution Tax amounting to Rs.77.16 Million thereon, as approved by the Board at its meetings held on June 29, 2015 and September 26, 2015.

Based on Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs.2.50 pershare, taking the total dividend amount toRs. 10/- pershare, i.e. 100%, for the financial year 2015-16.

Transfer of unclaimed dividend to Investor Education & Protection Fund:

Since there was no unpaid/unclaimed Dividend relating to previous year(s), the provisions of Section 205-A and 205-C of the Companies Act, 1956do not apply.

Share Capital:

During the year under review, your Company issued 31,87,562 equity shares at a premium of Rs.295.95/- per share, towards consideration for acquiring 46,11,000 equity shares of M/s. Nueclear Healthcare Limited from remaining six shareholders, so that it becomes our wholly-owned subsidiary. Consequent on this issue, the paid up equity capital of the Company has gone up from Rs.50,53,59,710/- made up of 5,05,35,971 equity shares of Rs.10/- each to Rs.53,72,35,330/- made up of 5,37,23,533 equity shares of Rs.10/- each, and the Reserves went up by Rs.943.36 Million.

Reserves & Surplus:

With the current year''s profit of Rs. 587.54 Million, the amount in Profit & Loss Account went up to 2483.63 Million, out of which a sum of Rs.618.59 Million would be absorbed towards payment of dividend and dividend distribution tax for the year 2015-16, as mentioned above, leaving a balance of Rs. 1865.04 Million.

With the above, the total Reserves & Surplus stand at Rs.3216.61 Million.

Deposits:

The Company has not accepted any public deposits and as such, no amount towards repayment of principal or payment of interest was outstanding as on the date of the balance sheet.

Performance of the Subsidiary Company, included in the consolidated financial statement:

Your company had promoted Nueclear Healthcare Limited (NHL) in the year 2011. NHL is engaged in the business of diagnostic imaging, i.e. PET-CT Scanning. NHL has since become our wholly owned subsidiary company with effect from December 16,2015.

PET-CT Scanning has revolutionized medical diagnosis by exposing the precise spot of the disease, but the charges were very high and it has remained a costly diagnostic tool. The other scanning centres are charging around Rs.25,000/- per PET-CT Scan. However, true to our business ethos, NHL has fixed a very nominal fee of Rs. 10,000 per scan for PET- CT Scans, and you will be happy to know that within a short time, it has achieved a market share of about 10% of all the PET-CT Scans being taken in the country. Within 3 years of our launch, and 2 years of actual operation, we do 60 scans per day while the entire country just does 600 scans per day. We are planning to increase this to 120 scans per day in the next two years.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

Subsequent to the closure of the financial year under review, the Company came out with an Initial Public Offer (IPO), to fulfill its contractual obligation to one of the overseas PE Investor to give an exit route within the agreed time. A total number of 1,07,44,708 equity shares were offered for sale to the Public at an Issue Price of Rs.446/-. However, there is no change in the Authorized or Paid-up Share Capital of the Company. The process for the IPO started during the year under review.

The Issue opened on April 27, 2016 and closed on April 29, 2016 and it was a grand success with an over-subscription of more than 75 times, the highest in healthcare industry in India. The Company has now become a listed company, and the Company''s equity shares are now listed in National Stock Exchange and Bombay Stock Exchange.

No other material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, which will have an impact on the financial position of the Company.

Auditors'' Report:

The Auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company for the year under review.

Appointment of Auditors:

It is proposed to re-appoint M/s. B S R & Co. LLP, as Auditors of the Company for a period of five years, from the conclusion of this Annual General Meeting till the conclusion of 21st Annual General Meeting.

M/s. B S R & Co. LLP have confirmed their willingness to be appointed as Auditors of the Company and issued a certificate that they fulfill the criteria provided in the Companies Act, 2013. Their appointment is being placed before the Members for their approval.

Internal Auditors:

M/s. M. Chinnaswamy Jai Vinoth & Associates, Chartered Accountants, Coimbatore, appointed as Internal Auditors of the Company, conducted Internal Audit for the financial year 2015-16 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit Committee and follow-up measures taken wherever necessary.

Cost Auditor:

The Board has appointed Mr. S. Thangavelu, Cost and Management Accountant, Coimbatore, as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2015-16. The approval of Members is sought by way of ratification for the remuneration payable to him, as required under the provisions of Companies Act, 2013.

Secretarial Audit Report:

The Secretarial Audit Report issued by Mr. V. Suresh, Practising Company Secretary, Chennai, in Form MR-3 is furnished in Annexure-1, attached to this report. The Secretarial Auditor has not made any qualification, reservation, adverse remark or disclaimer.

Directors:

A) Changes in Directors and Key Managerial Personnel:

During the year under review, Mrs. Sumathi Velumani, one of the founder-directors of the Company, and wife of Dr. A. Velumani, Chairman & Managing Director of the Company, passed away after a brief illness.

The Board has appointed Miss. Amruta Velumani as Director in the casual vacancy caused by the sad demise of Mrs. Sumathi Velumani. Miss. Amruta Velumani will hold office until the date when retirement of Mrs. Sumathi Velumani would otherwise fall due.

The Board of Directors presently consists of Eight (8) Directors, viz. three Promoter-Directors (including a woman director), one Nominee Director (nominee of a Non-resident Investor Company) and four Independent Directors. This meets with the requirements of the Companies Act, 2013 and rules framed thereunder.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Memorandum & Articles of Association of the Company, Mr. A. Sundararaju, Executive Director & CFO, retires by rotation at this Annual General Meeting and being eligible offers himselffor re-election.

The Company has all the Key Managerial Personnel in place as required under the provisions of Companies Act, 2013, viz. Dr. A. Velumani, Chairman & Managing Director as CEO, Mr. A. Sundararaju, Executive Director as CFO and Mr. Ramjee Dorai, as Company Secretary, and there is no change in the Key Managerial Personnel during the year.

B) Declaration by Independent Directors:

The Company has received necessary declaration from all the four Independent Directors under Sub-section 7 of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Companies Act, 2013.

C) Formal Annual Evaluation of Board and Directors:

As per the Companies Act, 2013 a formal annual evaluation was made by the Board of its own performance and that of its Committees and individual directors.

Performance evaluation of Independent Directors was done by the entire Board of Directors, excluding the director being evaluated.

The performance of the Board as well as that of the Committees was evaluated based on the criteria such as frequency and duration of meetings, adherence to the statutory provisions, flow of information, exchange of ideas, constructive nature of discussions, etc.

The performance of the individual directors was evaluated based on criteria such as attendance and contribution at Board /committee meetings, understanding of the issues involved, ability to bring in new ideas and initiatives, commitment to fulfill the obligations and responsibilities ofa director, etc.

Number of meetings of the Board of Directors:

During the year under review, the Board of Directors met on 12 occasions as follows:

(i) 22-06-2015, (ii) 29-06-2015 (iii) 26-09-2015, (iv) 08-12-2015, (v) 16-12-2015, (vi) 19-12-2015, (vii) 24-12-2015, (viii) 23-01-2016, (ix) 06-02-2016(x)11-02-2016 (xi) 22-02-2016 and (xii) 26-03-2016.

Audit Committee:

The Audit Committee consists of two Independent Directors and one Nominee Director as follows:

1. Mr.Gopal Krishna Shivaram Hegde, Independent Director Chairman

2. Mr.Vishwas Kulkarni. Independent Director Member

3. Mr.Sohil Chand. Nominee Director Member.

The composition of the Audit Committee meets with the requirement of the Section 177 of the Companies Act, 2013. All the recommendations of the Audit Committee were accepted by the Board, and there was no instance where Board did not accept the recommendation of the Audit Committee during the year under review.

Corporate Social Responsibility (CSR) Committee:

The Company has constituted a Corporate Social Responsibility Committee as provided under Sec. 135 of the Companies Act, 2013 and the rules framed thereunder. The Committee consists of two Independent Directors and one Executive Director as follows:

1. Mr. Gopal krishna Shivaram Hegde, Independent Director Chairman

2. Mr.Vishwas Kulkarni. Independent Director Member

3. Mr. A.Sundararaju, Executive Director & CFO Member.

During the year under review, the Company has spent a total sum of Rs.0.04 Million on the CSR proposals as approved by the CSR Committee and Audit Committee.

Disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure-2, attached to this report.

Nomination and Remuneration Committee:

The Company has constituted a Nomination & Remuneration Committee consisting of two Independent Directors and one Nominee Director as follows:

1. Mr.Gopal Krishna Shivaram Hegde, Independent Director Chairman

2. Mr.Vishwas Kulkarni Independent Director Member

3. Mr.Sohil Chand Nominee Director Member.

The composition of the Nomination and Remuneration Committee meets with the requirements of the Section 178 of the Companies Act, 2013. The policy formulated by Nomination and Remuneration Committee is given in the Annexure-3, attached to this report.

Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee consisting of one Independent Director, one Executive Director and one Non-Executive Director as follows:

1. Mr.Gopal Krishna Shivaram Hegde, Independent Director Chairman

2. A.Sundararaju, Executive Director & CFO Member

3. Miss.Amruta Velumani Non-Executive Director Member

Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been communicated to all the Directors and Senior Management Personnel. The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 2015-16.

Statement of particulars of appointment and remuneration of managerial personnel:

The Statement of particulars of appointment and remuneration of managerial personnel, who were in receipt of remuneration of not less than the limit mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-4, attached to this report.

Subsidiaries. Joint Ventures and Associate Companies:

Your company was holding 65,00,000 equity shares in M/s. Nueclear Healthcare Limited (NHL) at the beginning of the financial year 2015-16 representing 58.50% of its paid-up equity share capital. During the year, it acquired 46,11,000 equity shares of Rs.10/- each in December 2015, with which it has acquired the entire equity share capital of the Company aggregating to 1,11,11,000 equity shares. Consequently, NHL has become a wholly owned subsidiary company with effect from December 16, 2015.

Your company is holding 5,440 equity shares in Thyrocare International Holding Company (TIHC), Mauritius, valued at Rs. 16.15 Million, which is about 9.09% of the total equity share capital of the said company. TIHC is holding 51% of the equity share capital of Thyrocare Gulf Laboratories WLL, Bahrain.

A statement containing the salient features of the financial statement of the Company''s subsidiary and joint venture, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form No. AOC-1 , as Annexure-5, attached to this report.

Particulars of contracts or arrangements with related parties:

The particulars of the contracts and arrangements entered into by the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which were on arms'' length basis as provided under Explanation (b) to the third proviso thereto and the details have been furnished in Form No. AOC-2, as Annexure-6, attached to this report.

Particulars of loans, guarantees or investments under Section 186:

The Company has not given any Loan or furnished any Guarantee but has made Investment in Nueclear Healthcare Limited during the financial year under the provisions of Section 186 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, and the details have been disclosed in the financial statements.

Employees Stock Purchase I Option Schemes:

The Company had allotted 33,650 equity shares in the year 2014 to Thyrocare Employees Stock Option Trust, as approved by the shareholders, which got multiplied to 1,34,600 equity shares subsequent to the Bonus issue made in 2014. These shares would vest on the eligible employees on April 01, 2017 subject to their continuing in service.

The Shareholders had also approved granting of Stock Options equivalent to 1% of the then paid-up equity share capital of the Company, to be distributed to the eligible employees over a period of ten years at the rate of 0.10% with an increase or decrease of 0.02% depending on the Company''s growth.

Accordingly, last year, the Company has issued Stock Options equivalent to 40,434 Equity Shares, which would vest on the eligible employees on April 01, 2018, subject to their continuing in service.

This year, it is proposed to grant Stock Options equivalent to 50,537 Equity Shares, which would vest on the eligible employees on April 01, 2019, subject to their continuing in service, and the proposal is being placed before the Members for their approval. The employees would be eligible to exercise the options after three years from the date of granting, subject to their continuing in the service. The disclosure as per rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-7, attached to this report.

Change in the nature of business:

There is no change in the nature of core business of the Company or in that of the Subsidiary Company during the year under review.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future:

No significant and material order has been passed by the regulators, courts, or tribunals impacting the going concern status and company''s operations in future.

Extract of the Annual Return:

As per the provisions of Sub-Section 3 of Section 92 of the Companies Act 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is furnished as Annexure-8, attached to this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules 2014, are given in the Annexure-9, attached to this report.

Insurance:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

Risk management policy:

The Company has formulated a Risk Management policy and it has been published on the website of the Company.

Policy on prevention of Sexual Harassment:

The Company has formed a Committee to attend to any complaint of sexual harassment. During the financial year ended March 31, 2016, the Company has not received any complaint from any employee pertaining to any sexual harassment.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial reporting. During the year, such controls were reviewed and no material weakness in the design or operation was observed.

Directors'' Responsibility Statement:

Pursuant to the provisions of Sub-Section 5 of Section 134 of the Companies Act, 2013, your Board of Directors confirm, to the best of their knowledge and ability, 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) they 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 at the end of the financial year and of the Profit of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Acknowledgements:

Your Directors wish to take the opportunity of thanking Axis Bank, IDBI Bank, ICICI Bank and Citibank for support extended by them.

Thanks are also due to our Customers for their continued patronage and the Franchisees / Authorised Service Provider and Vendors for their co-operation.

Thanks are also due to the Employees for their sincere services and co-operation.

Your Directors also wish to thank the Members for the confidence they have reposed in the Board of Directors of the Company.

For and on behalf of the Board of Directors,

Thyrocare Technologies Limited

Dr. A. Velumani

Chairman & Managing Director

DIN:00002804

Place: Navi Mumbai

Date: 11-06-2016