Your directors have pleasure in presenting the 2^nd AGM Annual Report together with the
Audited Statement of Accounts of your Company for the financial Year ended March 31,2025.

1. FINANCIAL SUMMARY:

The Company’s financial performance for the financial year ended March 31, 2025 is
summarised as below: .

Standalone Performance

During the year under review, your Company generated total income of Rs. 1773.42 Lakhs as
against Rs. 483.83 Lakhs in Previous Year. Further company earned Profit before tax of Rs.

686.46 Lakhs and Net Profit Rs. 538.24 lakhs as against Profit Before Tax of Rs. 242.41 Lakhs
and Net Profit of Rs. 240.02 Lakhs in previous year.

Consolidated Performance

During the year under review, your Company generated consolidated total income of Rs.

3066.46 Lakhs as against Rs. 834.34 Lakhs in Previous Year. Further company earned
consolidated Profit before tax of Rs. 686.08 Lakhs and Net Profit Rs. 536.55 lakhs as against
consolidated Profit Before Tax of Rs. 268.91 Lakhs and Net Profit of Rs. 268.91 Lakhs in

previous year.

2. STATE OF AFFAIRS / HIGHLIGHTS:

• The Company is engaged in the business of Medical and Diagnostic.

• There has been no change in the business of the Company during the financial year
ended March 31,2025.

• PC Diagnostics is our brand name conceptualised and was founded by Dr. Ketan
Jayantilal Jain and Dr. Sanket Vinod Jain, our Promoters and Non-Executive directors,
who are a first-generation entrepreneur in healthcare and have more than ten years and
seven years of experience, respectively, in integrated diagnostics business and both are
a radiologist.

• PC Diagnostics continued to expand its reach and strengthen operations across the
Mumbai Metropolitan Region (MMR). The company currently operates 7 diagnostic
centers and 1 centralized lab, offering integrated radiology and pathology services
under a robust hub and spoke model.

• Strategically located spoke centers in areas like Byculla and Thane helped improve
access and turnaround times. The company performed a growing volume of pathology
and radiology tests, meeting rising demand from both individual and institutional
clients. A broad and evolving test menu — including high-end imaging like MRI, CT,
and PET-CT — positioned PC Diagnostics as a trusted healthcare partner.

• Investments in advanced equipment and digital systems like LIMS, PACS, and ERP
have enhanced operational efficiency, standardization, and patient experience. The
company is now focusing on expanding into growth areas such as Kalyan, Vasai-Virar,
Tier II cities.

• With a strong leadership team, modem infrastructure, and a commitment to accessible,
high-quality diagnostics, PC Diagnostics is well-positioned to scale further and address
the growing need for organized diagnostic services in Maharashtra and beyond.

3. WEB LINK OF ANNUAL RETURN, IF ANY:

The extract of Annual Return in Form No. MGT-9 as required under Section 92(3) of the

Companies Act, 2013 for the financial year ending 31st March, 2025 read with the Companies

(Management and Administration) Rules, 2014, is available on your Company’s website at

https://www.pcdiagnostics.in

4. MEETINGS OF BOARD OF DIRECTORS:

Twenty-Four Board Meetings were held during the Financial Year ended March 31, 2025 i.e.

10 04 2024, 11.04.2024, 15.04.2024, 08.05.2024, 03.06.2024, 11.06.2024, 01.07.2024,

03.07.2024, 08.07.2024, 17.07.2024, 22.07.2024, 29.07.2024, 30.07.2024, 01.08.2024,

02.08.2024, 22.08.2024, 03.09.2024, 13.09.2024, 08.11.2024, 20.11.2024, 26.12.2024,

30.01.2025, 03.02.2025 and 20.03.2025. The maximum gap between any two Board Meetings

was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings are as under:

5. BOARD COMMITTEES

A. Audit Committee

The Company constituted Audit Committee comprising of two independent directors and
one Managing director as follow:

However, Mr. Rohit Prakash Srivastava resigned as a Managing Director of the company
on 29^th July, 2024. Hence the Audit Committee was reconstituted to remove Mr. Rohit
Prakash Srivastava as member and Appoint Mr. Sanket Vinod Jain, Director of the
company as a member of the Audit Committee on 30^th July 2024

The reconstituted audit committee is as below, which work as per the terms and conditions
mentioned in Board Resolution passed on 22^nd July, 2024:

During the year under review, one meeting was held of Audit Committee on 2 August,
2024 and all the members were present for the meeting.

Board has accepted all the recommendation given by Audit Committee.

B. Nomination and Remuneration Committee

The Company has constituted Nomination and Remuneration Committee comprising of
two independent directors and one non-executive director as follow:

During the year under review, one meeting was held of Nomination and Remuneration
Committee on 29^th July, 2024 and all the members were present for the meeting.

C. Stakeholders Relationship Committee

The Company has constituted Stakeholder’s Relationship Committee comprising of two
independent directors and one non-executive director as follow:

During the year under review, no meeting was held of Stakeholder’s Relationship
Committee.

D. Independent Directors Meeting

During the year under review, one meeting of Independent Directors was held on
03.02.2025 pursuant to Clause VII of Schedule IV of the Companies Act, 2013 which
requires that the independent directors of the company shall hold at least one meeting in a
year, without the attendance of non-independent directors and members of management.
All the Independent Directors attended the meeting.

6. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any
instances of frauds committed in the Company by its Officers or Employees under section
143(12) of the Companies Act, 2013.

7. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There are no qualifications or adverse comments in the Audit Report. The observations of the
Statutory Auditors, when read together with the relevant notes to the accounts and accounting
policies are self-explanatory and do not call for any further comment.

8. CONVERSION INTO PUBLIC LIMITED COMPANY

Our Company was converted from a private limited company to a public limited company,
pursuant to a resolution passed in the Extraordinary General Meeting of our Shareholders held
on April 20, 2024 and the name of our Company was changed to “Invicta Diagnostic Limited’
and a fresh certificate of incorporation dated July 02, 2024 was issued to our Company by the
Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies,
Central Processing Centre.

9. CHANGES IN CAPITAL

During the year under review company has issued and allotted 82,86,390 fully paid-up Equity
Shares face value of INR 10/- (Rs. Ten) each as “Bonus Shares” to the existing Equity
Shareholders of the Company, in the proportion of 63 (Sixty- Three) new fully paid-up equity
share of Rs. 10/- each for every 1 (One) existing fully paid-up equity shares of Rs. 10/- each

10. MATERIAL CHANGES AND COMMITMENTS:

The following material changes and commitments have occurred between the end of the
financial year to which the financial statements relate and the date of this Report and their
impact on financial position of the company is not determinable.

. Company has acquired 50% stake in PCD Medical LLP and 99% stake in Primacare
Diagnostic LLP on 19-05-2025

• Company has issued 8,45,235 equity shares of Rs. 10/- each at an issue price of Rs. 71/-
(Including Premium of Rs. 61/-) per share on a preferential basis which is subject to

allotment in ensuing Board Meeting.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:

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

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31,
2025, were on an arm’s length basis and its details are enclosed in Form AOC-2.

13. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time
to time) on meetings of the Board of Directors and on general meeting issued by The Institute
of Company Secretaries of India and approved by Central Government under section 118(10)

of the Companies Act, 2013.

14. PARTICULARS OF LOANS AND INVESTMENT:

The Company has made investments in LLPs and partnership firm and details of the same has
given in Notes 9 to Standalone Financial Statements. The Company has not given loan,
provided guarantees, or provided securities during the financial year under review.

Therefore, company has complied with the provisions of Section 186 of the Companies Act,
2013.

15. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves
for the financial year under.

16. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant
circumstances and company’s expansion plans, has decided that it would be prudent, not to
recommend any Dividend for the financial year under review.

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

As per the provisions of Section 125(2) of the Companies Act, 2013, there is no unclaimed
dividend and therefore no amount was transferred to Investor Education and Protection Fund.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company
are not energy intensive. However, every effort is made to ensure optimum use of energy by
using energy- efficient computers, processes and other office equipment. Constant efforts are
made through regular/ preventive maintenance and upkeep of existing electrical equipment to
minimize breakdowns and loss of energy.

•Steps taken by company for utilizing alternate sources of energy: NIL
•Capital investment on energy conservation equipment’s: NIL

(i) the efforts made towards technology absorption; The Company is continuously making
efforts for induction of innovative technologies and techniques required for the business
activities.

(ii) the benefits derived: Improved productively and time saving.

(iii) No technology has been imported

B. Foreign Exchange earnings and Outgo

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

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

20. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure which
is reviewed by the Board from time to time. These procedures are reviewed to ensure that
executive management controls risk through means of a properly defined framework. The
major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

21. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
[“POSH”]:

Our Company has always believed in providing a safe and harassment free workplace for every
individual working in the Company premises. Company always endeavours to create and
provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment
of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers
irrespective of gender} and lays down the guidelines for identification, reporting and
prevention of undesired behaviour. The Company has duly constituted internal complaints
committee as per the said Act.

During the financial year ended March 31,2025, there was NIL complaints recorded pertaining
to sexual harassment.

22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
SUBSIDIARY COMPANIES / LLP

Your Company has the following four (4) subsidiaries (LLP and Partnership Firm) (including
step down subsidiaries) as on March 31, 2025.

1. PCD Diagnostics LLP

2. Primacare Healthcare LLP

3. Pratham MRI and CT Scan Centre

4. Invicta Medical LLP

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

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the financial
statements of the Subsidiary Companies is prepared in Form AOC-1 and is annexed herewith
as Annexure -1.

Our Company does not have any Associate Company or Joint Venture as on March 31, 2025.
None of the Companies have become or ceased to become subsidiary, associate and joint
ventures during the year under review.

The Company has placed separately, the audited accounts of its subsidiaries on its website at

https://www.ncdiagnostics.in/investors-info/subsidiarv-financials in compliance with the

provisions of Section 136 of the Companies Act, 2013. Audited financial statements of the
Company’s subsidiaries will be provided to the Members, on request. The Company has
formulated a policy for determining material subsidiaries. The said policy is also available on

the website of the Company at https://www.ncdiagnostics.in/investors-info/corporate-policies

23. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable materialweakness in the design or operation was observed.

24. AUDITOR:

Company at its Annual General Meeting held on July 12, 2024 appointed M/s Kanak Rathod
and Company having their office at Flat No. 203, New Swapnalok CHS Ltd, Natakwala Lane,
Borivali West, Mumbai 400092 and bearing Firm Registration No. 104700W to hold office
until the conclusion of the 6th Annual General Meeting of the company to be held in the Year
2029-30.

25. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit is not applicable on the company as it is not covered under the provisions
of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

26. DIRECTOR’S RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial
year ended March 31, 2025, are in full conformity with the requirement of the Companies Act,

2013. The Financial Accounts are audited by the Statutory Auditors, M/s Kanak Rathod and
Company. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable
accounting standards read with 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 at 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 Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013
pertaining to laying down internal financial controls is not applicable to the Company.

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

27. DEPOSITS:

The company has not accepted any deposits during the financial year under review.

28. CORPORATE SOCIAL RESPONSIBILITY:

During the previous year i.e. 2023-24 the

• The net worth of company does not exceed rupees five hundred crore or more,or

• turnover of the company does not exceed rupees one thousand crore or more or

• a net profit of the company does not exceed rupees five crore or more

Hence Provisions related to Corporate Social Responsibility were not applicable to the
Company during the financial year 2024-25.

However, during the financial year 2024-25 net profit of the company exceed rupees five crore
hence provisions of the section 135 of the Companies Act 2013 regarding corporate social
responsibility are applicable. Company shall comply with the requirement regarding CSR
Committee formation and CSR spending in financial year 2025-26.

29. COST RECORD AND AUDIT:

The provision of Cost audit and its record as per section 148 doesn’t applicable on the
Company.

30. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the
Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013.

31. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted
Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also
provides for adequate safeguards against victimization of directors /employees who avail of
the Mechanism.

The Company affirms undenied access to the Audit Committee. To ensure proper functioning
of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the
same.

32. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL
PERSON:

Provisions pertaining to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to the Company.

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company
as on March 31,2025 were as follows:

Particulars Of Employees:

None of the top ten employees of the Company drew remuneration of Rs. 120.00/- (in Lakhs)
or more per annum or Rs. 8.50/- (in Lakhs) or more per month during the year as per
amendment by Ministry of Corporate Affairs dated 30th June, 2016.

Further none of the employee was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn
by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the

company.

Hence, no information is required to be furnished as required under Rule 5(2) and 5(3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. MANAGEMENT DISCUSSION AND ANALYSIS:

Company being unlisted public company The Management Discussion and Analysis Report is
not required to be given.

34. CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business
in accordance with the applicable laws, rules and regulations. The Company’s Corporate
Governance practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high level of Integrity in decision making. Company being
unlisted public company a report on corporate governance is not required to be given.

35. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD,
ITS COMMITTEES & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Independent Directors, Non-
Independent Directors and its Committees. The Board deliberated on various evaluation
attributes for all directors and after due deliberations made an objective assessment and
evaluated that all the directors in the Board have adequate expertise drawn from diverse
industries and business and bring specific competencies relevant to the Company’s business
and operations. The Board found that the performance of all the Directors was quite
satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly
defined. The Committee performed their duties diligently and contributed effectively to the
decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its
performance as a whole and was satisfied with its performance and composition of Independent
and Non-Independent Directors.

36. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT REMUNERATION
AND DETERMINING QUALIFICATIONS ETC.

Disclosures requirement on Company policy on Directors’ appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under section 178(1) and section 178(3) of Companies Act, 2013 is
not applicable to the Company.

Further, we have received declaration from the following Independent Directors as required in
149(6) of the Companies Act, 2013 confirming their independence;

a) Mr. Aayush Kamleshbhai Shah

b) Mrs. Shilpa Ajay Bhatia

None of the Directors are disqualified for being appointed as Director as specified in Section
164 of the Companies Act, 2013. Pursuant to Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors have registered with the
Indian Institute of Corporate Affairs for inclusion of their names in the Independent Directors

Databank.

Key Managerial Personnel (KMP)

37. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or
against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as
amended, before the National Company Law Tribunal or other Courts.

38. REGISTRAR AND SHARE TRANSFER AGENT

Company has appointed Big share Services Private Limited, Office No S6-2, PINNACLE
BUSINESS PARK, 6th, Mahakali Caves Rd, next to Ahura Centre, Shanti Nagar, Andheri
East, Mumbai, Maharashtra 400093_as the Registrar & Transfer Agent (RTA) for the
Depository.

39. ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees,
consultants at all levels, who with their competence, diligence, solidarity, co-operation and
support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from
the Central and State Governments Departments, Shareholders and Stakeholders.

FOR INVICTA DIAGNOSTIC LIMITED

Sanket Vinod Jain Ketan Jay antilal Jain

Director Director

DIN: 08299039 ^{DIN: 07819226}

Date: 02.06.2025
Place: Mumbai