2. STATE OF YOUR COMPANY'S AFFAIRS

Nephro Care India Limited is a healthcare provider that
specializes in the treatment of kidney- related diseases.
Our team of experienced nephrologists and healthcare
professionals are dedicated to provide our patients with
the highest quality care and treatment. At Nephro Care
India Ltd, we understand the challenges that come with
managing kidney-related diseases. That's why we offer
holistic treatment plans tailored to meet the unique
needs of each patient. Our state-of-the-art facilities are
equipped with the latest technology and equipment to
ensure that our patients receive the best care possible. Our
mission at Nephro Care India Ltd is to improve the quality
of life for our patients by providing them with the care and
support they need to manage their kidney-related diseases
and allied complications. We are committed to providing
compassionate care and treating our patients with the
respect and dignity they deserve. At Nephro Care India Ltd,
our patients come first, and we strive to ensure that every
patient receives the care they need to live a healthy and

fulfilling life. At present our Company is listed on NSE Emerge
Platform, In July 2024 our company successfully concluded
an Initial Public Offering (IPO) of equity shares and Nephro
Care India Limited holds the prestigious position in the
industry. The equity shares of our company have since been
listed on the NSE Emerge Platform.

The Company has earned Net Profit of C363.89 Lakhs during
the financial year 2024-25 as compared to the Net Profit of
C441.14 Lakhs during the previous financial year 2023-24.
Your Directors are optimistic about company's business
and hopeful of better performance with increase revenue
in next year.

3. PERFORMANCE OF YOUR COMPANY

The total income of your Company is C4,755.80 Lakhs during
the financial year 2024-25 as against the total income of
C2,760.07 Lakhs in the previous financial year 2023-24. The
total expenditure is C4,272.87 Lakhs during the financial year
2024-25 as against 2,137.74 Lakhs in the previous financial

year 2023-24. Your Company has earned Profit after Tax of
C363.89 Lakhs during the financial year 2024-25 as against
earned profit after Tax of C441.14 Lakhs in the previous
financial year 2023- 24.

4. DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the expansion of business of your Company,
the Board of Directors of your Company has decided not to
recommend any dividend for the financial year ended March
31, 2025. There has been transfer to general reserves of an
amount of C363.89 Lakhs.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in
your Company's nature of business.

6. CONVERSION OF STATUS OF YOUR COMPANY
FROM UNLISTED TO LISTED

During the period under review, the status of your Company
was converted from 'Unlisted' to 'Listed' as Company got
listed on SME Emerge Platform of National Stock Exchange
w.e.f. 5^th July, 2024.

9. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Company had announced Initial Public Offer of
45,84,000 equity shares of C10/- each at a price of C90/-
per equity share, aggregating to C4125.60 Lakhs. The issue
was open for subscription from Friday, 28^th June, 2024 to
Tuesday, 2^nd July, 2024. Pursuant to the IPO 45,84,000 equity
shares were issued and allotted on Wednesday, 3^rd July, 2024
to the public.

10. LISTING

The Equity Shares of your Company are listed on SME
Emerge Platform of NSE Limited w.e.f. 5^th July, 2024.

11. PUBLIC DEPOSITS

During the financial year under review, the details relating to
deposits, covered under Chapter V of the Act, -

• accepted during the year: NA

• remained unpaid or unclaimed as at the end of
the year: NA

• whether there has been any default in repayment of
deposits or payment of interest thereon during the

7. MATERIAL CHANGES AND COMMITMENTS IF ANY
AFFECTING THE FINANCIAL POSITION OF YOUR
COMPANY

There was no material change and commitment affecting
the financial position of your Company that occurred in
between the financial year ended on March 31,2025 and the
date of this report.

8. SHARE CAPITAL

During the period under review, there has been change in
the Share Capital of your Company.

A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of your Company is 20,00,00,000
(Rupees Twenty Crore only) divided into 2,00,00,000 Equity
Shares of 10/- each.

B) PAID UP SHARE CAPITAL

The paid up share capital of the Company is C16,48,64,000
(Rupees Sixteen Crore Forty-Eight Lakh and Sixty-Four
Thousand only) divided into 1,64,86,400 equity share of
C10/- each.

year and if so, number of such cases and the total
amount involved- NA

• at the beginning of the year: NA

• maximum during the year: NA

• at the end of the year: NA

• the details of deposits which are not in compliance
with the requirements of Chapter V of the Act: NA

12. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual Return
in Form MGT-7 has been uploaded on the website of
the Company and can be accessed at https://www.
nephrocareindia.com/.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP) OF THE COMPANY

COMPOSITION

The composition of the Board of Directors is in due
compliance with the Companies Act, 2013 and the SEBI
Listing Regulations.

ROTATION OF THE DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions
of the Companies Act, 2013, two- third of such of the
Directors as are liable to retire by rotation, shall retire every
year and, if eligible, offer themselves for re-appointment at
every AGM. Consequently, Dr. Sutapa Sen (DIN: 08672795)
and Dr. Pratim Sengupta (DIN: 03501703), Directors of
your Company will retire by rotation at the ensuing AGM,
and being eligible, offers them self for re-appointment in
accordance with provisions of the Act.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 10 (Ten) meetings
were held by the Board of Directors viz, 09^th April, 2024,
06^th May, 2024, 20^th June, 2024, 24^th June, 2024, 02^nd July,
2024, 03^rd July, 2024, 19^th July, 2024, 20^th August, 2024, 08^th
September, 2024 and 12^th February, 2025.

Further, the intervening gap between the Meetings was
within the period prescribed under the Act. Details of
attendance of Directors in Board Meetings held during the
financial year 2024- 25 are as under:

FORMAL ANNUAL EVALUATION OF THE BOARD

The formal annual evaluation of the performance of the
board and that of its committees has been carried out
through a structured evaluation process covering various
aspects of the board's functioning such as the Board
structure & composition, effectiveness of the Board process,
information flow & functioning, quality of relationship
between the board and the Management, establishment,
and delineation of the responsibilities to Committees etc.
The performance of Individual Directors was evaluated on
parameters such as professional conduct, performance
of duties, role and functions, contribution to the Board /
Committee etc. by self - evaluation process. The directors
were satisfied with the evaluation results, which reflected
the overall engagement of the Board and its Committee
with your Company.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DI¬
RECTORS

The provisions of Section 149 of the Companies Act, 2013
with respect to appointment of Independent Directors are
applicable to your Company for the financial year ending
March 31,2025.

The Board, after undertaking due assessment of the veracity
of the declaration submitted by the Independent Directors
under sub section (6) of Section 149 of the Companies Act,
2013 was of the opinion that the Independent Directors
meet the criteria of independence, are independent from
Management and have necessary integrity, expertise,
skills and experience required for their appointment as
Independent Director.

14. COMMITTEES' COMPOSITION AND THEIR
MEETINGS

AUDIT COMMITTEE:

During the financial year under review, 5 (Five) meetings
were held by the Audit Committee viz, 09^th April, 2024, 6^th
May, 2024, 20^th August, 2024, 08^th November, 2024 and
12^th February, 2025. Further, the intervening gap between
the Meetings was within the period prescribed under the
Act. The composition of the Committee and the details of
meetings attended by its members are given below:

NOMINATION AND REMUNERATION COMMITTEE:

During the financial year under review, four (4) meetings
were held by the Nomination and Remuneration Committee
viz, 6^th May, 2024, 20^th August, 2024, 08^th November, 2024 and
12^th February, 2025. Further, the intervening gap between
the Meetings was within the period prescribed under the
Act. The composition of the Committee and the details of
meetings attended by its members are given below:

STAKEHOLDER'S RELATIONSHIP COMMITTEE:

During the financial year under review, three (3) meeting
was held by the Stakeholder's Relationship Committee viz,
6^th May, 2024, 20^th August, 2024 and 08^th November, 2024.
Further, the intervening gap between the Meetings was
within the period prescribed under the Act. The composition
of the Committee and the details of meetings attended by
its members are given below:

15. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

As required by the provisions of Companies Act, 2013, the
relevant information pertaining to conservation of energy,
technology absorption and foreign exchange earnings and
outgo are given under:

A. Conservation of energy- NA

i. the steps taken or impact on conservation of energy;

ii. the steps taken by your Company for utilising alternate
sources of energy;

iii. the capital investment on energy conservation
equipment's;

B. Technology absorption-NA

i. the efforts made towards technology absorption;

ii. the benefits derived like product improvement, cost
reduction, product development or import substitution;

iii. in case of imported technology (imported during
the last three years reckoned from the beginning of the
financial year)-

• the details of technology imported;

• the year of import;

• whether the technology been fully absorbed;

• if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof; and

• the expenditure incurred on Research and
Development.

C. Foreign exchange earnings and Outgo: -

The details of earnings and outgo in Foreign Exchange during
the financial year ended March 31,2025 are as follows:

• Earnings: Nil

• Outgo: Nil

16. COMPLIANCES OF SECRETARIAL STANDARDS

During the Financial Year, your Company has duly complied
with all the requirements as laid down in the applicable
Secretarial Standards.

17. LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company did not grant
any loan or provide any guarantee as per the provisions of
section 186 of the Companies Act, 2013.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based
on the representation as provided to the Board by the
management, confirm that:

a. in the preparation of the Annual Financial Statements
for the financial year ended March 31,2025, the appli¬
cable accounting standards had been followed along
with proper explanation relating to material depar¬
tures;

b. the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of your
Company as on March 31,2025, and of the profit & loss
of your Company for the year under review;

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 your Company and for
preventing and detecting fraud and other irregularities;

d. the directors have prepared the Annual Financial
Statements for the financial year ended March 31,2025
on a 'going concern' basis;

e. The directors have devised proper system to ensure
compliance with the provisions of all the provisions of
all applicable laws and that such system was adequate
and operating effectively.

19. AUDITORS AND AUDIT REPORTS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and
the rules framed thereunder, M/s K.K. Chanani & Associates,
Chartered Accountant (Firm Registration No. 322232E), were
re-appointed as the Statutory Auditor of the Company by
members of the Company for a tenure of five years from
the conclusion of Annual General Meeting ("AGM") held in
the year 2024 till the conclusion of the AGM to be held in
the year 2029.

STATUTORY AUDITORS' REPORT

The Statutory Auditors' Report does not contain any
qualification, reservation, or adverse remark. Further, the
observations of the Auditors in their report read together
with the Notes to Financial Statements are self-explanatory
and therefore, in the opinion of the Board of Directors, do
not call for any further explanation.

SECRETARIAL AUDITOR AND ITS REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your
Company appointed Saptasikha & Co, Company Secretary
(PRC No. 3829/2023), to undertake the Secretarial Audit of
your Company for the Financial Year 2024- 25.

The Report of the Secretarial Audit Report is furnished
herewith in Annexure A, does not contain any qualification,
reservation or adverse remark.

INTERNAL AUDITORS

M/s. M Dutta & Associates, Chartered Accountants were
the Internal Auditors of the Company for the financial
year 2024-2025.

COST AUDITORS

Maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is not applicable
to the Company.

20. RELATED PARTY TRANSACTIONS

During the financial year 2024-2025, all the transactions with
related parties were entered into at arms' length basis and in
the ordinary course of business.

21. RISK MANAGEMENT POLICY

Your Company has laid down a well-defined Risk
Management Mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk
mitigation process. A detail exercise is being carried out to
identify, evaluate, manage and monitoring of both business
and non-business risks. The Board reviews the risks and
suggests steps to be taken to control and mitigate the same
through a properly defined framework.

Your Company has Risk Management Policy and it is
available on your Company's website i.e. https://www.
nephrocareindia.com/about-us/

22. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
relating to Corporate Governance Disclosure does not apply
to your Company listed on the SME platform. Hence, your
Company is not required to make disclosures in Corporate
Governance Report.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has in place adequate internal financial
controls with reference to financial statements. The internal
financial controls with reference to the Financial Statements
are adequate in the opinion of the Board of Directors.

Also, your Company has a proper system of internal controls
to ensure that all assets are safeguarded and protected
against loss from unauthorized use or disposition and that
transactions are authorized, recorded and reported correctly.

During the Financial Year 2024-25, such controls were
tested and no reportable material weakness in the design or
operation was observed.

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management's Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
Regulations forms part of the Annual Report.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations and in order to maintain these standards, your
Company encourages the employees to voice their genuine
concerns without fear of censure, therefore company's
ultimate holding company has built in and set up the Vigil
Mechanism Policy applicable to your Company, according
to which all the directors, employees of your Company
including third party, are eligible to make disclosures
under the mechanism in relation to the matter concerning
your Company.

26. DISCLOSURE REGARDING CORPORATE SOCIAL
RESPONSIBILITY (CSR)

In purview of Section 135 of the Companies Act, 2013,
every company having net worth of rupees five hundred
Crore or more or turnover of rupees one thousand Crore or
more or a net profit of rupees five Crore or more during the
immediately preceding financial year needs to spend at least
2% of the average net profits of last 3 immediately preceding
financial years for Corporate Social Responsibility (CSR).

So in the view of above your company doesn't come under
the following ambit and hence CSR is not applicable for
your company.

27. DETAILS OF SUBSIDIARIES/JOINT VENTURES/
ASSOCIATES COMPANIES

Your Company does not have any subsidiary, associate, or
joint venture, therefore the statement containing the salient
features of the financial statement of subsidiaries, associates
or joint ventures under the first proviso to sub-section (3)
of section 129 of the Companies Act, 2013 in Form AOC-1 is
not applicable.

Based on the parameters outlined above, our Company does
not have any group companies as on the date of this report.

28. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations,
2015, Business Responsibility Report is not applicable to
your Company.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a Policy under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 and rules framed thereunder. Company
is committed to provide a safe and secure environment
to its women employees across its functions and other
women stakeholders, as they are considered as integral and
Important part of the Organization. An Internal Complaints
Committee (ICC) with requisite number of representatives
has been set up to redress complaints relating to sexual
harassment, if any, received from women employees
and other women associates. All employees (permanent,
contractual, temporary, trainees) are covered under this
policy, which also extends to cover all women stakeholders
of your Company. The following is the summary of sexual
harassments complaints received and disposed of during
the financial year ended March 31,2025.

• No. of Complaints Received - Nil

• No. of Complaints disposed of - Nil

• No. of Cases Pending for more than 90 Days - Nil

30. PARTICULARS OF EMPLOYEES

The disclosure as required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are annexed herewith as "Annexure I" and forms part of
this Report.

31. DETAILS OF FRAUD IF ANY, REPORTED BY
AUDITORS

During the financial year under review, the Statutory &
Secretarial Auditors have not reported any incident of fraud
to the Board of Directors of your Company, pursuant to the
provisions of Section 143(12) of the Companies Act, 2013.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant or material orders passed by the
Regulators/ Courts which would impact the going concern
status of your Company and its operations in future.

33. DETAILS OF APPLICATIONS MADE UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

The above clause is not applicable to your Company as
your Company has neither made any application nor any
proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the financial year 2024-25.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF.

The above clause is not applicable to your Company as your
Company has not entered into any settlement from Banks or
Financial Institutions during the year under review.

35. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management
Discussion & Analysis Report describing your Company's

objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Important factors that
could influence your Company's operations include global
and domestic market conditions affecting cost as well as
the selling prices of the services, changes in government
regulations, tax laws, economic developments within
the country and other factors such as litigation and
industrial relations.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Customers and other
business associates who have extended their valuable
sustained support and encouragement during the financial
year under review.

By Order of Board of Directors
For Nephro Care India Ltd.

Dr. Pratim Sengupta Dr. Pritam Sengupta

Managing Director Director

Place: Kolkata DIN: 03501703 DIN: 06795012

Date: 10^th July, 2025