Your Directors take pleasure in presenting 52^nd Annual Report on the business and operations of the Company along
with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The key highlights of the Audited Financial Statements of the Company's for the financial year ended March 31, 2025
in comparison with the previous financial year ended March 31, 2024 are summarized below summarized below:

(Rs. In Lakhs)

CHANGE IN NATURE OF BUSINESS

The Company is primarily engaged in the activities of pathology and related healthcare services. There was no
change in nature of the business of the Company, during the year under review.

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is Rs. 2,199.90 lakhs as compared to Rs. 1362.60 lakhs
in previous year, representing profit of Rs. 207.30 Lakhs in the current year.

DIVIDEND

Considering long term prospectus of the Company, the Directors of your Company do not recommend any dividend
for the Financial year 2024-25

TRANSFER TO RESERVE

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

SHARE CAPITAL

During the Financial Year 2024-25., there was no change in the authorized, subscribed, issued and paid-up share
capital of the Company.

SUBSIDIARY/1OINT VENTURES/ ASSOCIATE COMPANIES

As on April 02, 2024 your Company had floated an associate LLP i.e "Aspira DNA Diagnostics Gujarat LLP'. The
contribution and composition of the LLP are as follows:

However as on May 16, 2025 Board members had decided to takeover 100% Assets and Liabilities of Aspira DNA
Diagnostics Gujarat LLP by entering into a business transfer agreement and strike off the LLP as the designated
partners of LLP are unwilling to carry its business in future.

Your Company does not have any Subsidiary or Joint Ventures

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company's Associate in Form No. AOC-1 is attached to the financial statements of the Company
as Annexure-I.

DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There has been no material changes and commitments, since the close of the financial year i.e. March, 31 2025 till the
date of signing of this Directors' Report, affecting the financial position of your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a Related Party Transaction Policy in place which is in accordance with the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The said Policy is available on the Company's website
which can be accessed through the following weblink:

https: / / www.aspiradiagnostics.com/wp-content/uploads/2025/05/Related-Party-Transaction-Policy-1.pdf

All the Related Party Transactions entered into during the year under review, were entered in the Ordinary course
of business and on an arm's length basis. There were no materially significant Related Party Transactions made by
the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.

Further, since the transactions with the related parties were in the ordinary course of business and at arm's length
pricing, not material in nature and in accordance with the Related Party Transactions Policy, the particulars of such

transactions with the related parties are not required to be reported by the Company in E Form AOC-2.

All the Related Party Transactions are reviewed by the Audit Committee and the Board on a quarterly basis.

The members may refer to note no. 38 to the financial statements, which set out Related Party Disclosures

PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

In terms of the provisions of section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, loans, guarantees and investments given/made by the Company as on March 31, 2025 are mentioned in no.6
to the financial statements of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in the prescribed format and annexed herewith as Annexure - II to this Annual Report.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection and any Member interested in
obtaining a copy of the same may write to the Company Secretary/ Compliance Officer of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder,
out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves
for reappointment at the AGM. Mr. Nikunj Mange (DIN: 08489442) Executive Director of the Company is liable to
retire by rotation and being eligible, he has offered himself for re-appointment. The Board of Directors recommended
his re-appointment in their meeting held on August 12, 2025 and the same is being placed before the Members for
their approval at the ensuing 52^nd Annual General Meeting of the Company.

Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") read with Secretarial Standards - 2 on General Meetings, a brief profile of Mr. Nikunj Mange is
provided as an Annexure-1 of the Notice of 52^nd Annual General Meeting.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same has been taken on record by Company.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationships or
transactions with the Company, other than receiving the sitting fees

a) APPOINTMENT/ RESGINATION/ REDESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. DURING THE YEAR UNDER REVIEW

II. AFTER THE COMPLETION OF THE YEAR UNDER REVIEW

KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are/were the Key Managerial
Personnel of the Company as on March 31,2025:

1. Mr. Pankaj Shah- Chief Executive Officer

2. Mr. Balkrishna Talawadekar- Chief Financial Officer

3. Ms. Krupali Shah- Company Secretary

PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual
performance Evaluation of:

i. Their own performance as a whole;

ii. Individual Directors Performance; and

iii. Performance of all Committees of the Board for the Financial Year 2024-25

In terms of the requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company
was held on March 22, 2025. In which the performance of the Board as a Whole and of its Committees was evaluated
by the Board through a structured questionnaire which covered various aspects such as the composition, quality and
performance of the Board, meetings and procedures, contribution to Board processes, effectiveness of the functions
allocated, relationship with Management, professional development, adequacy, appropriateness, and timeliness of
information etc.

Taking into consideration the responses received from the Individual Directors the performance of the Board and its
Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The brief on the policy of nomination and remuneration and other matters provided in Section 178(3) of the Act have
been disclosed in the Corporate Governance Report, which forms part of the Annual Report of the Company. The
Nomination and Remuneration Policy is also available on the website of the Company and can be accessed through
the following web link:

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Nomination-and-Remuneration-Policy-Aspira-

Pathlab.pdf

BOARD MEETINGS

During the year under the review, the Board of Directors met Four (4) times the details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under

the Companies Act, 2013.The dates of the Board Meeting are as follows:

• May 28, 2024

• August 13, 2024

• November 11, 2024 and

• February 07, 2025

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of good
corporate governance practices. The terms of reference and the constitution of those Committees are in compliance
with the applicable laws

In order to ensure focused attention on business, better governance and accountability, the Board has constituted the
following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee

The details with respect to the Composition, terms of reference, etc. of the aforesaid committees are given in details
in the "Corporate Governance Report" which is presented in a separate section and forms part of the Annual Report
of the Company.

AUDIT COMMITTEE

The Audit Committee is constituted as per Regulation 18 of the Listing Regulations read with Section 177 of the
Companies Act, 2013. Kindly refer section on Corporate Governance, under head 'Audit Committee' for matters
relating to constitution, meetings and functions of this Committee.

NOMINATION AND REMUNERATION COMMITTEE'

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Regulation 19
of the Listing Regulations read with Section 178 of the Companies Act, 2013. The details pertaining to its constitution,
meetings, terms of reference etc. is provided under Corporate Governance section under head 'Nomination &
Remuneration Committee'.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of Regulation
20 of the Listing Regulations read with Section 178(5) of the Companies Act, 2013.The details pertaining to its
constitution, meetings, terms of reference etc. is briefly provided in the Corporate Governance Report under the head
'Stakeholders' Relationship Committee'.

STATUTORY AUDITORS AND AUDITORS REPORT

The Members of the Company in their 51^st Annual General Meeting ("AGM") on September 27, 2024, had appointed
M/s. Sarda Soni Associates LLP, Chartered Accountants, (Firm Registration No. 117235W) as the Statutory Auditors
of the Company to hold office for their first term of five (5) years i.e. from the conclusion of 51^st AGM till the
conclusion of 56^th AGM of the Company.

M/s. Sarda Soni Associates LLP, Chartered Accountants, Statutory Auditors have confirmed that they have not been
disqualified to act as Statutory Auditors of the Company and that their continuation is within the ceiling limit as
prescribed under section 139 and 141 of the Companies Act, 2013 and related rules thereto

Further, the Statutory Auditors of the Company have not reported any fraud as specified under the second proviso
of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) for the

The Auditors' Report for the Financial Year ended March 31, 2025, is issued with unmodified opinion and does not
contain any qualification, reservation or adverse remarks. The Auditors' Report being self-explanatory does not call
for any further comments from the Board of Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In compliance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on
May 16, 2025, approved the appointment of M/s. Nilesh A. Pradhan & Co. LLP, Practicing Company Secretaries, as
the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from April
01, 2025 to March, 31 2030, subject to the approval of the shareholders at the ensuing General Meeting.

The Company has obtained a consent and eligibility letter from the firm, confirming its compliance with the
eligibility criteria prescribed under the Companies Act, 2013 and SEBI LODR Regulations. The firm holds a valid
Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). They have also confirmed that
they are not disqualified from being appointed and have no conflict of interest. Further, they have declared that they
have not undertaken any prohibited non secretarial audit assignments for the Company, in compliance with Section
204 of the Companies Act, 2013 and the rules made thereunder, read with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. Further, the firm has
the necessary qualifications, expertise, and experience to carry out the Secretarial Audit and to issue the Annual
Secretarial Compliance Report in accordance with applicable laws.

After careful evaluation of the firm's professional competence, independence, and track record, the Audit Committee
and the Board are of the view that M/s. Nilesh A. Pradhan & Co. LLP is well-suited for the said appointment.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, as issued by CS Prajakta V Padhye,
Practicing Company Secretary, Partner of M/s. Nilesh A. Pradhan & Co., LLP (Membership No. FCS 7478; CP No
7891) in Form MR-3 is annexed to the Board report as Annexure - III which is self-explanatory and does not contain
any qualification, reservation or adverse remark.

INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies
(Accounts) Rules, 2014 the Board of Directors on the recommendation of Audit Committee has re-appointed M/s.
Vishal J Bhanushali, Chartered Accountants (FRN:145806W), Chartered Accountants as Internal Auditors of your
Company for financial year 2025-26.

The Audit Committee in its quarterly meetings reviews the internal audit and internal control systems. The
Company's internal controls commensurate with the size and operations of the business. Continuous internal
monitoring mechanism ensures timely identification and redressal of issues.

DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the
Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the
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 Financial Year 2024-25

In accordance with the requirement of Section 134(5) of the Companies Act, 2013, in relation to the audited financial
statements of the Company for the year ended March 31, 2025, the Board of Directors of the Company confirm that:
To the best of their knowledge and belief and according to the information and explanation obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act,

a) that in the preparation of the annual accounts for the financial year ended March, 31 2025 the Indian
Accounting Standards (Ind AS) have been followed and there are no material departures

b) such accounting policies have been selected and applied consistently and the Directors 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 on March 31, 2025 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care is taken 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 material fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper internal financial controls have been laid down to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;

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

WHISTLE BLOWER MECHANISM

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors
and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any {in
compliance with the provisions of Section 177 (10) of the Companies Act, 2013 ('the Act') and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015).

The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and
provides to employees' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee. The details of the Whistle Blower Policy are explained
in the Corporate Governance Report and also available on your Company's website at the below link

www.aspiradiagnostics.com/wp-content/uploads/2024/02/Whistle-Blowers-Policy.pdf

INSTANCES OF FRAUD, IF ANY, REPORTED BY AUDITORS

During the year under review, Auditors have not reported any instances of frauds committed in your Company by
its Officers or Employees to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act,
2013.

PREVENTION OF INSIDER TRADING

In order to restrict communication of Unpublished Price Sensitive Information (UPSI), the Company has adopted
Code of Fair Disclosure of Unpublished Price Sensitive Information in compliance with SEBI (Prohibition of Insider
Trading) Regulations, 2015. The said Code is available on the website of the Company at the Web link:

www.aspiradiagnostics.com/wp-content/uploads/2025/02/Code-of-Practices-Proceduers-For-Fair-Disclosure-of-
UPSI.pdf

Further the Company has adopted Structured Digital Database (SDD) in the Company as per the Regulation 3(5)
and 3(6) of SEBI (PIT) Regulations, 2015 and timely freezing the PAN of Designated Personnel's to avoid the insider
tradings.

The Company Secretary of the Company is the Compliance Officer for monitoring adherence to the said Regulations
and in absence of Company Secretary, Chief Financial Officer act as Compliance Officer for the same.

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ('Listing Regulations'), a detailed review of operations, performance and future outlook of your
Company and its business is given in the Management Discussion and Analysis (MDA) which forms part of this
Report. The MDA report is attached herewith as Annexure-IV to this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Secretarial Auditors of the Company regarding compliance
of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, are provided ina separate section and forms part of the Annual Report
of the Company.

CODE OF CONDUCT

Pursuant to Regulations 17(5) of the SEBI (LODR) Regulation, 2015, Your Company has formulated Code of Conduct
for its Board of Directors and Senior Management, specifying duties of a Board Members and Senior Management
Personnel as laid down in the Companies Act, 2013 and the same has been placed on Company's website at the
below link

www.aspiradiagnostics.com/wp-content/uploads/2024/02/code-of-conduct-for-Board-Members-and-Senior-
Management-Personnel.pdf

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for
identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting
and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the
constitution of a Risk Management Committee is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review your company has not qualified the criteria of Section 135 of the Companies Act, 2013
to constitute a CSR committee and to spend in CSR activity. However, your company assure that it will comply with
Section 135 when the section will be applicable on company

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

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details relating to the number of complaints received and disposed off is given below:

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR 2024-25

DISCLOSURE RELATING TO COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFIT ACT 1961.

During the year under the review, your Company has complied with the provisions of Maternity Benefit Act 1961.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of Annual Return of the Company for the Financial Year
2024-25 shall be available on the website of the Company at www.aspiradiagnostics.com , under the section 'Investor
Corner'.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo
under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is
appended as Annexure- V to this report.

GREEN INTITATIVE

i) In line with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange
Board of India, the Notice of the AGM along with the Annual Report for the financial year 2024-25 is being sent
electronically to those Members whose email addresses are registered with the Company, Depositories, or
Registrar and Transfer Agent (RTA) unless a member has specifically requested for a physical copy of the same.

ii) For Members whose email addresses are not registered, the Company/RTA will dispatch a physical letter
containing the web link and exact path to access the Notice of AGM and the Annual Report. The said
documents are also available on the Company's website at www.aspiradiagnostics.com/investor-relation/ and
can be accessed on the websites of the Stock Exchange (BSE Limited) at www.bseindia.com as well as on the
website of NSDL at www.evoting.nsdl.com

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal financial control framework with reference to financial and
operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the
Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or
operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this
effect.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observations has been received from the Auditor
of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

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

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial
Institutions.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the
Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no
significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of

your Company and its operations in future.

SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have
been complied with. Your Company has duly complied with 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 approved
by the Central Government under Section 118(10) of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. Your Directors
place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from
its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government
authorities, Regulatory authorities and Stock Exchanges. Your Board looks forward for the long-term future with
confidence, optimisms and full of opportunities.

For and on behalf of the Board of Directors
Aspira Pathlab & Diagnostics Limited

Dr. Pankaj J Shah Mr. Nikunj Mange

Date: August 12, 2025 Managing Director & CEO Executive Director

Place: Mumbai DIN :- 02836324 DIN: 08489442