Annual Report 2017 - 2018 Small File PDF

Annual Report
2017-18
A N S FE R
TR
Y
O G
T EC H N OL
Annual Report 2017-2018
About Agappe 004

Vision & Mission 005
Milestones 006
Core Values 008
Product Portfolio 010
Footprint 014
CSR 016
Technology Transfer 017
Awards and Accolades 018
Board of Directors 020
CONTENTS Corporate Information 021
AGM Notice 023
M.D’s Message 024
Boards' Report 027
Standalone Financial Statements
4Independent Auditors' Report 048

4Annexure to Independent Auditors' Report 051
4Balance Sheet 056
4Statement of Profit & Loss 057
4Cash Flow Statement 058
4Notes forming part of Financial Statements 059
Consolidated Financial Statements
4Independent Auditors' Report 084

4Annexure to Independent Auditors' Report 087
4Consolidated Balance Sheet 089
4Consolidated Statement of Profit & Loss 090
4Consolidated Cash Flow Statement 091
4Notes to Consolidated Financial Statements 092
Attendance Slip 115

Proxy Form 117
Route Map 120
Agappe Diagnostics Limited 2

AGAPPE IN GREEK MEANS

‘DIVINE LOVE’
with this devotion, we deliver all our products
and services world wide...

About us
We are a fast-growing in-vitro diagnostics company working with over 350
distributors, and a significant OEM business in domestic and international markets.
23 years of dedication has made us what we are today, one of the frontrunners in the
Indian diagnostics industry.
World-class manufacturing facility near Cochin, Kerala will take us to the next step of
evolution. Built on 200,000 square feet of land, our 1,20,000 sq.ft., GMP and FDA
certified plant is purpose-built for the global and domestic market needs.
Agappe is focused on the research, design and production of clinical chemistry

reagents. Fully computerized systems, dedicated scientists, end user training,
foolproof delivery systems, excellent technical support etc set us apart from the
competition.
26000 60 23
Customers Countries Years
A base of customers Customers served globally Over two decades of

spread over the world across both business verticals consistent growth

“To expand and continuously improve

our products and services with a world
class R&D program and to provide the
best work environment for our employees
to meet and exceed their true potential
Our Mission and to thrive in a world of excellence”
“To establish globally as a premier

in-vitro diagnostic corporation and
to be the best partner in the Our Vision
diagnostic field for the
welfare of mankind”
“We believe in providing high quality

Our Belief System diagnostic solutions to our believers,
through highest level of customer
connect by ensuring innovative and
affordable products for an
everlasting relationship”
600
Workforce +
A motivated We have a fully owned An attentive
team powering growth subsidiary in Switzerland Customer Support Team


We received National Award 2018

instituted by The Technology Development Board,
Department of Science and Technology,
Government of India, presented by the
Hon’ble President of India
for “Indigenous Development of Technology
and Commercialisation” of Mispa i3.
23
Years

T R
“We strive to earn the confidence of our customers through

our quality products and services which will lead to
Trust customer loyalty and referral. We trust each other in the

company by displaying highest levels of integrity in our
dealings and working together as a cohesive team”.
“We respect our customers, employees, our business
Respect partners, society and all other stake holders. We show

consideration for one another. We respect each other's
differences. We treat everyone with dignity”.

E C Our Core Values
“We excel in everything that we do through innovation,
Excellence creativity and superior product differentiation that sets us

apart from the competition and drive our growth”.
“We care for our people – our customers by offering quality

products which meet their needs; our staff by promoting a
Care culture of openness and providing opportunities to grow in
a friendly atmosphere; our society by being a responsible
corporate citizen”.

Agappe has the largest reagent manufacturing facility in

Indian IVD industry featured with most modern amenities
& automation, bench marking with global standards.
Our unique global strategic model allows us
to suit your business needs with the most
comprehensive product line. We take a
follow-the-HELIOS approach, meaning that
no matter where your business is located, we
help you keep it running 24/7 with innovative
and quality instrument and reagents, while
providing a seamless experience across all
operation in compliance with local regulatory
requirements and cultural preferences.
We combine our clinical expertise with high

perception of the global quality benchmarks
to deliver quality products with clear concept
of design and the desired components. Our
processes are flexible and expansive to match
every quality parameter so as to produce the
best features for our products.
Our quality control ( Q C ) and quality
assurance (QA) department is the backbone
of our processes, and every employee and
department stands by them in putting
together a great assembly line of products and
services.
Our well-qualified and experienced QA & QC
team works on the state-of-the-art I V D
analytical equipment to ensure that each and
every raw material and component used in
product manufacturing is identified, selected
and tested in a controlled atmosphere.
India’s Largest
State-Of-The-Art
Reagent
Manufacturing
Facility

QUALITY POLICY
We are committed to be
'the best partner in diagnostics'
in IVD field, by providing innovative
and highest quality products and
services for customer satisfaction.
We will comply all the regulatory
requirements and maintain the
effectiveness of QMS through
continual improvement.

State-Of-The-Art
Equipment Manufacturing Facility
With our comprehensive, integrated suite of services & products, we
deliver exactly what our business needs to stay ahead globally.
Perfect Instrument
Our product portfolio includes products from single cartridge based

system to 2000 tests/hour analyzers and reagents of diverse segments.

Our manufacturing and marketing

strength along with international
tie-ups with several world leaders in
IVD industry helps us to service
health care sector and cater the needs
of different segments of customers
keeping global standards.
Agappe, an R & D driven organization
consistently offers innovative
products that well suits with the new
generation lab scientists providing
reliable and accurate results with
minimum turnaround time.
Research collaboration with leading
institutes and scientific talents has
Our Newly helped us to be innovative. This has
resulted in products that are better,
Expanded Equipment smarter and superior.
Manufacturing
Plant at Kinfra,
Nellad
Perfect Results

Our Footprint In Indian and

International Market
60
Countries
ISO 9001 : 2008

ISO 13485 : 2003

With more than 300 products Agappe Diagnostics is one of the few manufacturers operating in and out of
the Euro Zone. Over 23 years of dedicated in-house research, product adaptation and innovation has
helped us in bringing out the best product combinations, meeting timely customer requirements at every
level. Our operations are spread over 60 countries across the globe. Our commitment to improve quality
of life exceeds boundaries.
Customer Delight:
We aim to provide efficient service at

all times by putting proper processes
and resources in place and providing
better Response Time (RT) and Down
Time (DT) at par with industry
standards to ensure that we exceed
customer expectations thereby
achieving Customer Delight.
An independent customer support

team comprising of well trained
engineers and application specialists
ensure a trouble-free work
environment to our valued
customers. At Agappe, we offer added
co n ve n i e n ce t o o u r c u s t o m e r s
through our call center, that can be
accessed any time, ensuring ‘care
with a difference’.
We Connect To Over
23,000 CUSTOMERS
Directly In India
Our fully owned subsidiary in Switzerland caters to
the international market needs...

Constructed two class room building for Government

Lower Primary School, Kadayiruppu near to our
Corporate office at Pattimattom, Ernakulam. Apart
from this, we have conducted a medical camp near to
our corporate office at Pattimattom as part of
controlling dengue fever and spreading awareness to
control the disease.

Technology Transfer
Signing Ceremony with Hitachi Chemicals, Japan
New product Association: Focusing on

introducing new technology products for
the welfare of mankind, we have entered
into association with world renowned
organisations.
We have joined hands with Hitachi

Chemical Co. Ltd. , Japan through
Technology Licensing Agreement for
manufacturing their M40 equipment, the
Fully Automated Cartridge based Clinical
Chemistry & Specific Protein Analyzer, at
AGAPPE, Kerala facility.
We h a ve e n t e r e d i n t o t e c h n o l o g y
association with Sree Chitra Tirunal
Institute for Medical Science and
Technology, Thiruvananthapuram, Kerala
The Memento towards Technology Transfer was handed over by Shri. for transfer of Technology for developing
Jagat Prakash Nadda, Honorable Union Minister for Health and Family Rapid Diagnostic Kit with Antibiogram for
Welfare at the 2nd Technology Conclave & Industry Meet held at Urinary Tract Infections and developing
Thiruvananthapuram to our Director Dr. D.M. Vasudevan. and marketing vein detector system.

Awards 2017-18
“NATIONAL AWARDS 2018 FOR MISPA-i3”
“ASSOCHAM MEDICAL TECHNOLOGY EXCELLENCE AWARDS 2018 ”
“KERALA STATE POLLUTION CONTROL BOARD AWARDS 2018”

Accolades 2017-18
“CII INDUSTRIAL INNOVATION AWARDS 2017 ”
” “EMERGING ENTREPRENEUR OF THE YEAR 2016”
“INDIA'S MOST INNOVATIVE COMPANY 2017”

BOARD OF DIRECTORS
Meena Thomas Joseph John

Whole Time Director Director
Prof. M.Y. Yohannan

Chairman
Mary Baby Meleth Sangeeta Joseph
Whole Time Director Whole Time Director
Dr. D. M. Vasudevan George Varghese

Whole Time Director Director
Thomas John Balagopal Chandrasekhar Baldev Raj Arora

Managing Director Independent Director Independent Director

CORPORATE INFORMATION
CSR COMMITTEE: Corporate Office / Reagent Plant

Mr. Thomas John (Chairman) Agappe Diagnostics Ltd.
Mrs. Meena Thomas
'Agappe Hills', Pattimattom (PO), Dist.
Mr. C. Balagopal
Mrs. Sangeeta Joseph Ernakulam, Kerala - 683 562, India.
Tel: + 91 484 2867000, Fax: + 91 484 2867222.
NOMINATION & REMUNERATION COMMITTEE Email: agappe@agappe.in
Mr. Joseph John (Chairman) Mumbai [Regd.Office]
Mr. M Y Yohannan Agappe Diagnostics Ltd.
Mr. C Balagopal
Room No. 401 & 402, 4th Floor,
Mr. Baldev Raj Arora
Jai Singh Business Centre, 119,
AUDIT COMMITTEE Sahar Road, Parsiwada,
Mr. Thomas John (Chairman) Andheri (East), Maharashtra – 400 099
Mr. C Balagopal Tel: +91-022-4300 8000
Mr. Baldev Raj Arora Email: agappe@agappe.in
Equipment Plant
CHIEF FINANCIAL OFFICER
Agappe Diagnostics Ltd.
Mr. Boby Michael
X/588-CB, Block No. 32,
COMPANY SECRETARY KINFRA small industrial park, Nellad,
Mrs. Sreevidya P. M Cochin, Kerala - 686721, India.
Tel: + 91 484 2767477
REGISTERED OFFICE Kolkotta
Agappe Diagnostics Limited. Agappe Diagnostics Ltd.
Merlin Matrix, Plot No-10, Block-DN
Sahar Road, Parsiwada, Sector –V, Salt Lake City, Kolkata-700 091, India
Andheri (East), Maharashtra – 400 099 Email: kolkattaoffice@agappe.in
Tel: +91-022-4300 8000 | Email: agappe@agappe.in Tel: +91 3340030451
CIN: U24239MH1998PLC115413 Delhi
BANKERS DSM 540, 5TH Floor, DLF Tower, Shivaji Marg,
Axis Bank Ltd New Delhi-110015, India
HDFC Bank Ltd Email: delhioffice@agappe.in
Federal Bank Ltd.
Tel: +91 1145588416
ICICI Bank Ltd
Bangalore
State Bank of India
Agappe Diagnostics Ltd
STATUTORY AUDITORS 2nd Floor, Agappe Diagnostics Limited,
M/s B S R & Associates LLP Red Cross Bhavan, Race Course Road,
Bangalore,Urban, Karnataka, 560001
INTERNAL AUDITORS Email: bangaloreoffice@agappe.in
M/s Ernst & Young LLP
Tel: +91 80 22288288
INCOME TAX COSULTANTS Global Access Point
M/s Varma & Varma Agappe Diagnostics Switzerland GmbH
Knonauerstrasse 54 - 6330 Cham, Switzerland
COST AUDITORS Tel: +41 41 780 60 10, Fax: +41 41 780 60 11
M/s.K A Felix & Co. Email: info@agappeswiss.com
Toll-Free No : 1800 425 7151

customercare@agappe.in

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Notice of the Annual Notes:
General Meeting... 1. A MEMBER ENTITLED TO ATTEND AND TO VOTE IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE
Notice is hereby given that the Twentieth Annual General INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER
Meeting of the company will be held on Tuesday, the 14th OF THE COMPANY
August, 2018 at 11.30 a.m at the Registered Office of the
Company at Office Nos 401-402, 4th Floor, Jaisingh Business 2. Instrument of Proxy for use at the above Meeting must be
Centre, 119, Sahar Road, Parsiwada, Andheri (East) Mumbai - lodged at the Registered Office of the Company not later than 48
400099 to transact the following business: hours before the time fixed for the meeting.
Ordinary Business 3. If the final dividend on equity shares as recommended by

1. To receive, consider and adopt the Audited Financial Board of Directors is declared at the meeting, the payment will
statements (including Consolidated Financial Statements) of be made to those members whose name appear on the
the Company for the financial year ended 31st March, 2018 company's register of members as on 14th August, 2018 (AGM
together with the Directors' Report and the Auditors' Report date).
thereon.
2. To declare dividend of INR 4 per Equity share for the financial 4. The Statement pursuant to Section 102(1) of the Companies
year 2017-18. Act, 2013 in respect of business at item no. 5 is enclosed
3. To reappoint Mrs. Mary Baby Meleth (DIN-01882175) as a
Director who retires by rotation and being eligible offers herself 5. All the documents referred to in the Notice and Explanatory
for reappointment Statement above are open for inspection at the Registered Office
4. To reappoint Dr.Damodaran Madhavi Vasudevan (DIN- of the company during business hours except Saturday, Sunday
02948429) as a Director who retires by rotation and being and holidays until the date of the Annual General Meeting or
eligible offers himself for reappointment any adjournment/s thereof.
Special Business Statement pursuant to Section 102 of the Companies Act,

5. To consider, and if thought fit, to pass, with or without 2013.
modifications, the following resolution as Ordinary Resolution Item No: 5
Mr.Joseph John, who has been appointed as an Additional
“RESOLVED that pursuant to the provisions of Sections 160 and Director of the Company pursuant to the provision of Section
any other applicable provisions of the Companies Act, 2013 and 161(1) of the Companies Act, 2013 (including any modification
The Companies (Appointment and Qualification) Rules 2014 or re-enactment thereof) and the Articles of Association of the
(including any statutory modification(s) or re-enactment Company effective from 26th September, 2017 and holds office
thereof for the time being in force), Mr. Joseph John (DIN: upto the date of this Annual General Meeting and is eligible for
07926271), who was appointed as an Additional Director of the appointment as a Director. Mr.Joseph John is not disqualified
Company by the Board of Directors with effect from 26.09.2017 from being appointed as Director in terms of Section 164 of
and who holds the said office pursuant to the provisions of Companies Act, 2013 and has given his consent to act as
Section 161 of the Companies Act, 2013 upto the date of this Director. The Company has received a notice from a member
Annual General Meeting, and who is eligible for appointment along with requisite deposit proposing candidature of
and in respect of whom the Company has received a notice in Mr.Joseph John for the office of Director in terms of Section 160
writing along with a Cheque for amount of Rs.100,000 /- from a of the Companies Act, 2013.Accordingly, the the resolution in
member pursuant to Section 160 of the Companies Act 2013, relation to appointment of Mr.Joseph John as Director, is placed
proposing his candidature for the office of Director, be and is for the approval by the shareholders of the Company.
hereby appointed as Director of the company.”
Except Mr.Joseph John, none of the Directors and Key
Managerial Personnel of the Company and their relatives are
By order of the Board concerned or interested, financially or otherwise in this
THOMAS JOHN resolution Item No. 5
Managing Director By order of the Board
(DIN: 00138331) THOMAS JOHN
Managing Director
(DIN: 00138331)
REGISTERED OFFICE REGISTERED OFFICE
Agappe Diagnostics Ltd. Agappe Diagnostics Ltd.

Room No. 401 & 402, 4th Floor, Room No. 401 & 402, 4th Floor,
Jai Singh Business Centre, 119, Jai Singh Business Centre, 119,
Sahar Road, Parsiwada, Sahar Road, Parsiwada,
Andheri (East), Maharashtra – 400 099 Andheri (East), Maharashtra – 400 099
Tel: +91-022-4300 8000 Tel: +91-022-4300 8000
CIN: U24239MH1998PLC115413 CIN: U24239MH1998PLC115413
Kochi Kochi
28 June 2018 28 June 2018

MESSAGE FROM
MANAGING DIRECTOR

Dear Shareholders,
We are privileged to welcome you whole heartedly

to our 20th Annual General meeting. The last year
has been very remarkable one with excellent
achievements in our growth and profitability. We
achieved a growth of 22% in revenue over the last
year despite challenges faced like GST roll out etc.
On the profitability side the Company's EBITDA

increased by 26% over the last year to achieve INR
240 Million and PBT increased by 41% to reach INR
161 Million. The International business grew by
23% and Domestic business by 22% over the
previous year. The Company anticipates much
superior performance in both revenue and profits
in the years to come.
On the profitability side the
The Company is fully prepared to take itself to the
Company's EBITDA increased next level through various new initiatives viz.
association with multinational giants, launch of
by 26% over the last year to new products and very aggressive R&D. Our
achieve INR 240 Million and strategy of appointing citizens of different
countries as marketing associates are yielding fruit
PBT increased by 41% to in enhancing our export sales.
reach INR 161 Million. The During the year, we signed the licensing agreement
with Hitachi Chemical Co. Ltd, Japan for
International business grew manufacture of fully automatic cartridge based
chemistry analyser. Further, on the reagent side,
by 23% and Domestic the Company is associating with Sree Chitra
business by 22% over the Tirunal Institute for Medical Sciences and
Technology, Thiruvananthapuram towards the
previous year. The Company development of Rapid Diagnostic Kits for Urinary
Tract Infections. Also we are associating with the
anticipates much superior same esteemed institute for development of vein
detector systems. Our focus area continues to be
performance in both revenue Clinical Chemistry, Immuno Chemistry and
and profits in the years to Haematology.
come. During the year the Company received various

prestigious awards for its products as well as for
significant achievements and contributions in
diagnostics space including the “CII innovation
industrial Award for top 26 innovative Companies
of India”, “India's Most Innovative & Valuable
Medical Device Company 2017” award and
“Visionary CEO of the Year 2017” award for the MD.
I would like to thank all our shareholders,

Customers, Suppliers, Bankers, Employees and all
other partners in progress who have helped us to
reach the present levels. We assure you that we will
be conquering much greater heights with your
continued support.
Thomas John
Managing Director
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Board's
Report

To,
The Members,
Agappe Diagnostics Limited.
Your Directors have pleasure in presenting the twentieth Annual Report of the Company together with the Audited
Financial Statements of the Company for the year ended 31st March 2018.
1.Financial Highlights 4. State of affairs

Your Directors are very glad to inform that the Company Research and Development: The company has
has posted an impressive growth of 22% in Revenues for continued with its efforts to improve upon its product
the financial year ended 31st March, 2018. The portfolio and product offering. Considerable in-house
Company's total business grew to INR 1,539 Million (As Research and Development is being carried out to bring
per consolidated financials) from INR 1,265 Million (As new and innovative products, which could be a key
per consolidated financials). The domestic business grew differentiator. The details are given in Annexure 5 (b).
by 22% to 1,262 Million from INR 1,030 Million and the Human Resources: The Company strongly believes that
international business grew by 23% to INR 253 Million the human resources play a vital role in ensuring the
from INR 206 Million in the previous year. The continued growth and development of the Company.
Company's EBITDA increased by 26% to INR 240 Million Keeping this in mind, the Company has steadily built up
from INR 191 Million in the previous year on a human resources over the years and trained them well to
consolidated basis. This is mainly on account of take to take advantage of the opportunities presented by
improved turnover and overall cost reduction drive the market. During the year, the Company has continued
initiated by the Company. The PBT for the year under with its efforts to upgrade its HR processes to help build a
review was INR 161 Million, higher by 41%, as compared more robust workforce capable of managing dynamic and
to INR 113 Million in the previous year on a consolidated growing business needs. The Company has further
basis. The Management expects the good performance, reinforced the capabilities of its workforce by conducting
both in revenue and profits, to continue in the coming varied in-house and external training programmes over
year as well. the course of the year. The Company has also recruited
2. Dividend several senior and mid-level resources, mainly in the
The Board of Directors have recommended payment of Sales and Marketing functions, to support its future
dividend of INR 4 per Equity Share on 6,129,904 equity growth plans.
shares of INR 10 each fully paid up for the financial year Domestic Sales: The Company continued with its focus
2017-18 subject to the approval of members in the on the major segments as a total solution provider in
ensuing Annual General Meeting. The total cash outflow Clinical Chemistry, Immunochemistry and Haematology
on account of dividend, including dividend distribution segments. In reaching out to customers, Company
tax thereon, will be INR 29,511,233. leveraged on the equipment and reagent synergy and its
3. Material Changes field force strength. Some of the key steps included
There were no material changes and commitments, decentralization at the regional level for better focus and
affecting the financial position of the Company which creating separate Distributor Management Team to
have occurred between the end of the Financial Year to reach out to the sub distributor.
which these financial statements relate and the date of The Company also consolidated its presence in the clinical
this report. chemistry segment with renewed focus on range of its
Semi Automated Analyzers and Fully Automated Chambers of Commerce and Industry of India's
Analyzers in the small and midsized lab segment. (ASSOCHAM) Medical Technology Excellence Awards
Company further consolidated its position in 2018.
Hematology segment with the twin offerings of Mispa 5. Change in nature of Business
Count and BC 3000 Plus. During the year, there was no change in the nature of
International Sales business of the Company.
The Company strengthened the distribution network by 6. Significant and material orders passed
adding distributors in new countries like Oman, Greece, There were no significant and material orders passed by
Kosovo, Peru, Palestine, Russia and Uganda. To meet the the Regulators or Courts or Tribunals impacting the
growing competition in the international market, the going concern status and Company's operations in
company had strengthened the strategy of appointing future.
local citizens to support the end users directly in select 7. Subsidiary /Joint Ventures/Associate Companies &
set of countries. This resulted in significant business Its Performance
growth in the selected focus markets. The Company does not have any joint venture/associate
The Company's Global presence was further enhanced by companies. It has only one wholly owned subsidiary and
participation in Major Global IVD Exhibitions like information on its performance is given in Annexure 3.
Hospitalar Brazil, AACC USA, MEDICA Germany, 8. Board of Directors and Key Managerial Personnel
MEDLAB Singapore and MEDLAB Middle east, UAE. As on 31st March, 2018, Board of Directors of your
Other than this, company had conducted several company consists of 10 Directors as follows:
marketing activities in selected countries like customer Sr. No Name of Directors Category
1 Mr. M Y Yohannan Non- Executive – Non Independent Director
group meetings, Corporate presentations in local 2 Mr. Thomas John Executive Director
exhibitions, Group equipment demos etc. 3 Mrs. Meena Thomas Executive Director
4 Mrs. Mary Baby Meleth Executive Director
Marketing 5 Mrs. Sangeeta Joseph Executive Director
The Company had taken several measures to consolidate 6 Dr.Damodaran Madhavi Vasudevan Executive Director
7 Mr.George Varghese Non- Executive – Non Independent Director

its position in a fast-growing market. The unique
customer demo program 'AGAPPE ON WHEELS' helped 8 Mr. Balagopal Chandrasekhar Non- Executive – Independent Director
in showcasing Company's products to more than 1500 9 Mr. Baldev Raj Arora Non- Executive – Independent Director
customers in the Tier 2 and Tier 3 markets. Company's Additional Director- Non Executive – Non
10 Mr. Joseph John
Customer Loyalty program 'AG Privilege' was highly Independent Director
appreciated and around 8,000 Customers were enrolled.

More than 50 customer group meetings were also Dr. Damodaran Madhavi Vasudevan, Whole Time
conducted during the year. Director, who retired on 5th June, 2017 on attaining the
In addition to product launch meetings held in various age of 70 years has been appointed as Whole time
cities across the country, Company participated in the Director at the Annual General Meeting held on 14th
Local Chapter conferences of the Pathology and August,2017 with effect from 28th June,2017 for a period
Biochemist fraternity. The Company also participated in of 3 years. Mr. Joseph John has been appointed as
most of the National conferences of the Laboratory Additional Director (Non-Executive) by the Board of
professionals like ACBI, AMBICON and IAPM. Directors at their meeting held on 26th September,2017
Awards & Recognitions to hold the office till the conclusion of the ensuing
The Company and its management received the Annual General Meeting. The re-appointment of Mrs.
following prestigious awards during the year under Mary Baby Meleth, Whole Time Director, whose term of
review: appointment expired on 31st December, 2017 has been
Ÿ “CII Industrial Innovation Awards 2017 – one of the approved at the General meeting held on 30th January,
Top 26 Innovative Organization” for innovation with 2018 for a further period of 3 years with effect from 1st
respect to Company's R&D developed product – January,2018.
“Mispa-i3”, the cartridge based specific protein Further, the term of appointment of Mr. Thomas John,
analyzer Managing Director and Mrs. Meena Thomas and Mrs.
Ÿ “Emerging Entrepreneur of the Year 2016” Award by Sangeeta Joseph, Whole Time Directors had expired on
Dhanam Business Magazine for Company's Managing 31st May, 2018. Considering the valuable contributions
Director, Mr. Thomas John extended by them and based on the recommendation of
Ÿ “India's Most Innovative & Valuable Medical Device the Nomination & Remuneration Committee at its
Company 2017” award during Pharma leaders 10th meeting held on 3rd May, 2018, the Board of Directors,
Annual Pharmaceutical Leadership Summit & during its meeting held on 30th May, 2018, have
Healthcare business leadership awards 2017. recommended their re-appointment for the approval of
Ÿ “Visionary CEO of the Year 2017” award for the shareholders at the ensuing General Meeting, as the
Company's Managing Director Mr. Thomas John for Board considers such re-appointment to be in the best
thinking differently & making an impact in the interest of the Company.
diagnostic space. Pursuant to Article 98 of the Articles of Association of the
Ÿ “Best Technology Solution – Diagnostic” award for Company, Dr. Damodaran Madhavi Vasudevan and Mrs.
Company's R&D developed product “Mispa Label” – Mary Baby Meleth, retire by rotation and being eligible
the Tube Labelling System in the Associated offer themselves for re-appointment, which the
Directors consider to be in the best interest of the Annexure 2

Company and therefore recommend their 14.Auditors
reappointment for the approval of the shareholders. A. Statutory Auditors
No Key Managerial Personnel have been appointed or M/S B S R & Associates LLP (FRN No : 116231W/ W-
have resigned during the financial year 2017-18. 100024) Chartered Accountants, Bangalore were
9. Independent Directors appointed as Statutory Auditors of the Company during
In terms of the provisions of Section 149 (7) of the the 17th AGM held on 14th September, 2015 for a period
Companies Act, 2013, the Company has received of 5 years. The annual ratification of appointment of
declaration from following Independent Directors of the Statutory Auditors at General meeting is not required
Company, that they meet the criteria for their pursuant to the relevant provisions of Companies
independence laid down in Section 149 (6) of the (Amendment) Act, 2017 which were notified with effect
Companies Act, 2013. from 07th May 2018. In accordance with the provisions of
1. Mr. Balagopal Chandrasekhar Section 139 of the Companies Act, 2013, the company has
2. Mr. Baldev Raj Arora received an eligibility letter from M/s B S R & Associates
A separate meeting of the Independent Directors of the LLP for continuing their appointment for the financial
Company was also held on 28th December, 2017, and the year 2018-19.
Directors reviewed and assessed the matters enumerated B. Audit Report Explanations
under Schedule IV(VII)(3) to the Companies Act, 2013. There are no qualifications, reservations or adverse
The two Independent Directors of the Company attended remarks or disclaimers made by the Auditors in their
the said meeting. report.
10. Board Meetings 15. Secretarial Audit
During the financial year 2017-18, 5 (Five) Board meeting The provisions of Section 204 with regard to Secretarial
were held on 26th April,2017, 28th June ,2017, 26th Audit Report are not applicable to the Company.
September, 2017, 28th December, 2017 and 22nd March 16. Cost Audit
,2018. M/s. K A Felix & Co. Cost Accountants, 31/670, Parvathy
11. Annual Return Nilayam, Vytilla, Cochin -682019, (Registration No.
The information in accordance with Sub Section (3) of 100416), were appointed as the Cost Auditors of the
Section 92 of the Companies Act, 2013 is annexed Company for the Financial Year 2017-18 pursuant to the
herewith and forms a part of this report as Annexure 1. provisions of Section 148 of the Companies Act, 2013 and
12. Directors Responsibility Statement they will be submitting the Cost Audit Report for the
Pursuant to Sub Section (5) of Section 134 of the financial year 2017-18 within the time prescribed under
Companies Act, 2013, the Directors state that to the best the Act.
of their knowledge and belief. 17. Loans, Guarantees or Investments
(i) the applicable accounting standards were followed During the financial year, the Company has neither given
along with proper explanation relating to material any loans or guarantees, nor made investments covered
departures in the preparation of the annual accounts. under the provisions of section 186 of the Companies Act
(ii) the accounting policies were selected and applied 2013.
consistently and judgments and estimates were made 18. Corporate Social Responsibility
that were reasonable and prudent so as to give a true and The details about the policy developed and implemented
fair view of the state of affairs of the company at the end by the Company are given in Annexure – 2.
of the financial year and of the profit and loss of the 19. Related Party Transactions
company for that period; All transactions entered into by the Company with
(iii) proper and sufficient care was taken for the related parties for the year under review were at arm's
maintenance of adequate accounting records in length basis and in the ordinary course of business. The
accordance with the provisions this Act for safeguarding information as required under Section 134 of the
the assets of the company and for preventing and Companies Act, 2013 read with Companies (Accounts)
detecting fraud and other irregularities; Rules, 2014 in respect of certain arm's length
(iv) the attached annual accounts for the year ended transactions is annexed herewith and forms a part of this
March 31, 2018 were prepared on a going concern basis; report as Annexure 4.
and 20. Conservation of Energy, Technology Absorption,
(v) proper systems were devised to ensure compliance Foreign Exchange earnings and outgo
with the provisions of all applicable laws and the same Information pursuant to Section 134 (3) (m) Rule 8 of
were adequate and operating effectively. Companies (Accounts) Rules, 2014 is given in the
13. Committees of Board Annexure 5.
The Board has the Sub-Committees comprising of Audit 21. Internal Financial Controls
Committee, Nomination and Remuneration Committee The Internal Financial Controls over financial reporting
and Corporate Social Responsibility (CSR) Committee. are designed to provide reasonable assurance regarding
The roles and responsibilities / terms of reference of the the reliability of financial reporting and the preparation
said Committees were aligned with the requirement of of the Financial Statements. These include those policies
the Companies Act, 2013 and a detailed note on the and procedures that:
committees of the Board of Directors is given in (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the women at work place and an Internal Complaint
transactions and dispositions of the assets of the Committee in line with the requirements of the Sexual
company; Harassment of Women at Workplace (Prevention,
(2) provide reasonable assurance that transactions are Prohibition and Redressal) Act, 2013 and rules made
recorded as necessary to permit preparation of financial thereunder. The committee has been conducting
statements in accordance with generally accepted awareness programs on the policy. During the year under
a cco u n t i n g p r i n c i p l e s , a n d t h a t r e ce i pt s a n d review, the Company has not received any compliant of
expenditures of the company are being made only in sexual harassment.
accordance with authorisations of management and 29. Acknowledgments
directors of the company; and The Board of Directors wish to express their gratitude to
(3) provide reasonable assurance regarding prevention or all employees of the Company for their unstinted
timely detection of unauthorised acquisition, use, or commitment dedication and continued contribution to
disposition of the company's assets that could have a the Company. Your Directors sincerely acknowledge the
material effect on the financial statements. co n t r i b u t i o n a n d s u p p o r t r e ce i ve d f r o m t h e
The management has tested the controls for operating shareholders, customers, distributors, vendors, banks,
effectiveness and the Board believes that the Company auditors, legal advisors, consultants and other business
has, in all material respects, an adequate internal partners during the year.
financial controls system over financial reporting.
22. Risk Management
The Company recognizes that risk is an integral part of
business and is committed to managing the risks in a
proactive and efficient manner. With the assistance of a Kochi M Y Yohannan
reputed international consultancy firm, the Company 28 June 2018 (DIN -00150242)
has, during the year under review, developed and Chairman
implemented a comprehensive Risk Management
System to ensure that risks to the continued existence of
the Company as a going concern and to its growth are
identified and mitigated on a timely basis. The
management shall be responsible for risk identification
and analysis as well as the implementation, tracking and
reporting of defined mitigation plans, including periodic
reporting to the Audit Committee and the Board.
23. Employee Remuneration
The Company did not have any employee who was in REGISTERED OFFICE
receipt of remuneration above the limits laid down under
Section 197 read with Rule 5 of The Companies Agappe Diagnostics Ltd.
(Appointment and Remuneration of Managerial Room No. 401 & 402, 4th Floor,
Personnel) Rules, 2014. Jai Singh Business Centre, 119,
24. Share Capital Sahar Road, Parsiwada,
The paid up Equity Share Capital of the Company as on Andheri (East), Maharashtra – 400 099
31st March, 2018 was INR 61,299,040. During the year Tel: +91-222-4300 8000
under review, the Company has not issued any equity CIN: U24239MH1998PLC115413
shares either with or without differential voting rights
nor granted stock options or sweat equity to employees
of the Company.
25. Secretarial Standard
During the year, the Company has complied with the
applicable Secretarial Standard issued by Institute of
Company Secretaries of India.
26. Vigil Mechanism
The provisions of section 177(9) regarding establishment
of vigil mechanism are not applicable to the Company.
27. Fixed Deposits
During the year, the Company has not accepted any fixed
deposits attracting the provisions of Chapter V of the
Companies Act, 2013 and the rules there under.
28. Reporting on Sexual harassment of Women at
Workplace (Prevention, Prohibition and Redressal
Act, 2013
The Company has in place a policy on Prevention,
Prohibition and Redressal of Sexual Harassment of

Annexure 1
Form No. MGT – 9
Extract of Annual Return
As on the financial year ended 31.03.2018
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. Registration and other details
i CIN U24239MH1998PLC115413
ii Registration Date 18th June,1998
iii Name of the Company Agappe Diagnostics Limited
Company Limited by shares / Indian Non
iv Category / Sub-Category of the Company
Government Company
401-402, Jaisingh Business Centre, Sahar
Address of the Registered office and Road, Andheri (East) Mumbai -400099
v
contact details Tel: 022 43008008
Email.id - agappe@agappe.in
vi Whether listed company No
Name, Address and Contact details of
vii Nil
Registrar and Transfer Agent, if any
II. Principal Business Activities of the Company
All the business activities contributing 10% or more of the total turnover of the company: -
Name and Description of main % to total turnover of

Sn. NIC Code of the Product/service
products/services the Company
1 Manufacture of Diagnostic Reagent 202 20299 59.05%
2 Trading of Diagnostic Equipment 479 47990 26.05%

3 Manufacture of Diagnostic Equipment 281 28199 11.70%
III.Particulars of Holding, Subsidiary and Associate Companies
% of
Holding/Subsidiary/As Applicabl
Sn. Name and Address of the Company * CIN/GLN shares
sociate e Section
held
1 Agappe Diagnostics Switzerland GMBH CHE-115.652.181 Subsidiary 100 2(87)

IV.Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% Change
(As on 01st April 2017) (As on 31st March 2018)
Category of Shareholders during the
% of Total % of Total
Demat Physical Total Demat Physical Total Year
Shares Shares
A. Promoter s
(1) Indian
a) Individual/ HUF - 4,889,704 4,889,704 79.77% - 4,889,704 4,889,704 79.77% 0.00%
b) Central Govt - - - 0.00% - - - 0.00% 0.00%
c) State Govt(s) - - - 0.00% - - - 0.00% 0.00%
d) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%
e) Banks / FI - - - 0.00% - - - 0.00% 0.00%
f) Any other - - - 0.00% - - - 0.00% 0.00%
(1) Foreign - - - 0.00% - - - 0.00% 0.00%
a) NRI-Individual - - - 0.00% - - - 0.00% 0.00%
b) Other-Individual - - - 0.00% - - - 0.00% 0.00%
c) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%
d) Banks / FI - - - 0.00% - - - 0.00% 0.00%
e) Any other - - - 0.00% - - - 0.00% 0.00%
Total shareholding of Promoter (A) - 4,889,704 4,889,704 79.77% - 4,889,704 4,889,704 79.77% 0.00%
B. Public Shareholding - - - 0.00% - - - 0.00% 0.00%

1. Institutions - - - 0.00% - - - 0.00% 0.00%
a) Mutual Funds - - - 0.00% - - - 0.00% 0.00%
b) Banks / FI - - - 0.00% - - - 0.00% 0.00%
c) Central Govt - - - 0.00% - - - 0.00% 0.00%
d) State Govt(s) - - - 0.00% - - - 0.00% 0.00%
e) Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%
f) Insurance Companies - - - 0.00% - - - 0.00% 0.00%
g) FIIs - - - 0.00% - - - 0.00% 0.00%
h) Foreign Venture - - - 0.00% - - - 0.00% 0.00%
i) Capital Funds - - - 0.00% - - - 0.00% 0.00%
j) Others (specify) 1,240,200 1,240,200 20.23% - 1,240,200 1,240,200 20.23% 0.00%
Subtotal (B)(1): - 1,240,200 1,240,200 20.23% - 1,240,200 1,240,200 20.23% 0.00%
2. NonInstitutions - - - 0.00% - - - 0.00% 0.00%
a) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%
i) Indian - - - 0.00% - - - 0.00% 0.00%
ii) Overseas - - - 0.00% - - - 0.00% 0.00%
b) Individuals - - - 0.00% - - - 0.00% 0.00%
i) Individual shareholders holding
nominal share capital upto Rs. 1 - - - 0.00% - - - 0.00% 0.00%
lakh
ii) Individual shareholders holding
nominal share capital in excess of - - - 0.00% - - - 0.00% 0.00%
Rs 1 lakh
c) Others (specify) - - - 0.00% - - - 0.00% 0.00%
Non Resident Indians - - - 0.00% - - - 0.00% 0.00%
Overseas Corporate Bodies - - - 0.00% - - - 0.00% 0.00%
Foreign Nationals - - - 0.00% - - - 0.00% 0.00%
Clearing Members - - - 0.00% - - - 0.00% 0.00%
Trusts - - - 0.00% - - - 0.00% 0.00%
Foreign Bodies D R - - - 0.00% - - - 0.00% 0.00%
Subtotal (B)(2): - - - 0.00% - - - 0.00% 0.00%
Total Public Shareholding
- 1,240,200 1,240,200 20.23% - 1,240,200 1,240,200 20.23% 0.00%
B = (B)(1)+ (B)(2)
0.00% 0.00% 100.00%
C. Shares held by Custodian for
- - - 0.00% - - - 0.00% 0.00%
GDRs & ADRs
Grand Total (A+B+C) - 6,129,904 6,129,904 100.00% - 6,129,904 6,129,904 100.00% 0.00%

ii) Shareholding of Promoters
Shareholding at the beginning of the year Shareholding at the end of the year
ie, 1st April, 2017 ie, 31st March, 2018
% of change in
Sn Name of shareholders %of Shares Pledged / % of total %of Shares Pledged /
% of total Shares of shareholding of the year
No. of Shares encumbered to total No. of Shares Shares of the encumbered to total
the company
shares company shares
1 Mr. Joseph John 1,336,674 21.81 - 1,336,674 21.81 - -
2 Mr.M Y Yohannan 1,195,641 19.5 - 1,195,641 19.5 - -
3 Mrs.Alice Yohannan 34,658 0.57 - 34,658 0.57 - -
4 Mr.Thomas John 1,452,008 23.69 - 1,452,008 23.69 - -
5 Mrs.Meena Thomas 274,658 4.48 - 274,658 4.48 - -
6 Mrs. Sangeeta Joseph 389,992 6.36 - 389,992 6.36 - -
7 Mrs.Mary Baby Meleth 150,000 2.45 - 150,000 2.45 - -
8 Mr V Chandrasekaran 28,800 0.47 - 28,800 0.47 - -
9 Mr. M P Abraham 27,273 0.44 - 27,273 0.44 - -
Total 4,889,704 79.77 - 4,889,704 79.77 - -
iii) Change in Promoters’ Shareholding:
Cumulative Shareholding during the

Shareholding
FY - 2017-2018
Sn
No of shares % of total shares of the company No of shares % of total shares of the company
1 At the beginning of the year ie. 01.04.2017 4,889,704 79.77% 4,889,704 79.77%
Date wise Increase/Decrease in Promoters shareholding

during the year specifying the reasons for
2 -----
increase/decrease (e.g allotment/transfer/bonus/sweat
equity etc):
At the end of the year ie. 31.03.2018 4,889,704 79.77%
iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of
GDRs and ADRs)
Shareholding at the beginning of the year Shareholding at the end of the year
Sn Share Holder ie, 1st April, 2017 ie, 31st March, 2018
1 Sycamore Holdings Limited 1,240,200 20.23 1,240,200 20.23%
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at the beginning of the year ie. Cumulative Shareholding at the end of the Year ie.
Sn Directors/ Key Managerial Personnel 01.04.2017 31.03.2018
1 Mr.M Y Yohannan 1,195,641 19.5 1,195,641 19.5
2 Mr.Thomas John 1,452,008 23.69 1,452,008 23.69
3 Mrs.Meena Thomas 274,658 4.48 274,658 4.48
4 Mrs. Sangeeta Joseph 389,992 6.36 389,992 6.36
5 Mrs.Mary Baby Meleth 150,000 2.45 150,000 2.45
6 Mr. Joseph John* 1,336,674 21.81 1,336,674 21.81
7 Mrs. Sreevidya PM Company Secretary NIL NIL NIL NIL
* Appointment was made on 26th September 2017

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans excluding

Particulars Unsecured Loans Deposits Total Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 273,421,869 273,421,869
ii) Interest due but not paid - -
iii) Interest accrued but not due 674,016 674,016
Total (i+ii+iii) 274,095,885 - - 274,095,885
Change in Indebtedness during the financial year -
Addition -
(Reduction) -14,894,764 -14,894,764
Net Change -14,894,764 - - -14,894,764
Indebtedness at the end of the financial year
i) Principal Amount 259,199,943 259,199,943
ii) Interest due but not paid - -
iii) Interest accrued but not due 1,178 1,178
Total (i+ii+iii) 259,201,121 - - 259,201,121
VI. REMUNERATION OF DIRECTORS
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Particulars of Remuneration Mr. Thomas John Mrs. Mary Baby Meleth Mrs. Meena Thomas Mrs. Sangeetha Joseph Dr. D M Vasudevan
Gross Salary
(a) Salary as per provisions contained in Section
5,612,072 1,071,680 2,539,052 837,480 1,531,555
17(1) of the Income Tax Act, 1961
(b) Value of perquisites under Section 17(2)
Income Tax Act, 1961
(c) Profits in lieu of salary under Section 17(3)
Income Tax Act, 1961
Stock Options
Sweat Equity
Commission
- as % of profit
- Others, specify….
Others, please specify
Total (A) 5,612,072 1,071,680 2,539,052 837,480 1,531,555
B. Remuneration to other Directors - Independent Directors
Fees for attending the Board/

Sn Name Commission Others Please specify Total Amount
Committee Meetings
1 Mr.C Balagopal 650,000 NIL NIL 650,000
2 Mr. Baldev Raj Arora 750,000 NIL NIL 750,000

C. Remuneration to Key Managerial personnel other than MD/ Manager/ WTD
Amount INR
Particulars of Remuneration Key Managerial Personnel
Mrs. Sreevidya PM , Company Secretary
Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax
Act, 1961 757,740
(b) Value of perquisites under Section 17(2) Income Tax Act, 1961
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961
Stock Options
Sweat Equity
Commission
- as % of profit
- Others, specify….
Others, please specify
Total (A) 757,740
VII. Penalties /Punishment/Compounding of Offences NIL
VIII. Board Meetings
During the financial year 2016-17, 5 (Five) Board meeting were held on 26th April, 2017, 28th June ,2017, 26th
September, 2017, 28th December, 2017 and 22nd March ,2018. The last Annual General Meeting of the
company was held on 14th August, 2017. The attendance record of the Directors at the Board meetings
during the year ended on 31st March 2018 and last AGM is as under.
No of Board Attendance at last

Sl No Name of Board meeting Category
Meetings Attended AGM
1 Mr.M Y Yohannan Non- Executive – Non Independent Director 3 of 5 No
2 Mr.Thomas John Executive Director 5 of 5 Yes
3 Mrs.Meena Thomas Executive Director 5 of 5 Yes
4 Mrs.Sangeeta Joseph Executive Director 3 of 5 Yes
5 Mrs.Mary Baby Meleth Executive Director 5 of 5 Yes
6 Dr Damodaran Madhavi Vasudevan Executive Director 3 of 5 No
7 Mr.George Varghese Non- Executive – Non Independent Director 5 of 5 No
8 Mr. C Balagopal Independent – Non Executive Director 5 of 5 No
9 Mr. Baldev Raj Arora Independent – Non Executive Director 5 of 5 Yes
10 Mr. Joseph John* Additional – Non Executive - Non Independent Director 3 of 5 Yes
*Appointment was made on 26th September 2017

For and on behalf of the Board
Place: Kochi M Y Yohannan

Date: 28 June 2018 (DIN -00150242)
Chairman
REGISTERED OFFICE
Sahar Road, Parsiwada,Andheri (East),
Maharashtra – 400 099, Tel: +91-222-4300 8000
CIN: U24239MH1998PLC115413

Annexure 2
Annual report on Committees of the Board
i. Audit Committee
The Audit Committee of the Board has been constituted on 26 th September, 2017 in accordance with the
provisions of Section 177 of the Companies Act, 2013 and the Companies (Meetings of Board and its powers)
Rules 2014. The composition of the Audit Committee is as follows:
1. Mr. Thomas John Chairman

2. Mr. C Balagopal
3. Mr. Baldev Raj Arora
During the financial year ended 31st March 2018, Audit committee met 2 times on 5th December, 2017 and
15th February, 2018.
Attendance Details are given below.
No of meetings attended/held
Name of the members Category
during the FY 2017-18
Mr. Thomas John Executive Director 2 of 2
Mr. C Balagopal Non -Executive Independent Director 1 of 2
Mr. Baldev Raj Arora Non -Executive Independent Director 2 of 2
ii. Nomination & Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act and the Companies (Meetings of Board and
its powers) Rules 2014, the Board of Directors has constituted Nomination & Remuneration Committee
(NRC) of the Board and approved the Nomination & Remuneration Committee Policy on 26th September,
2017. The Nomination and Remuneration Committee has the responsibility for identifying persons who are
qualified to become directors and who may be appointed in senior management of the Company, formulate
criteria for determining qualification, positive attributes and independence of a director, recommend to the
Board appointment and removal of a director and Senior Management, evaluate the Board’s performance
and carry out evaluation of every director’s performance and other matters prescribed in the Nomination &
Remuneration Committee Policy in accordance with the provisions of section 178 of the Companies
Act,2013. Pursuant to the provisions of Companies (Amendment ) Act,2017, a copy of the policy is uploaded
in the website of the Company and the website link for the same is
http://agappe.com/beta/ckfinder/userfiles/files/Nomination%20and%20Remuneration%20Policy.pdf

The composition of the Nomination & Remuneration Committee is as follows:
1. Mr. Joseph John Chairman

2. Mr. M Y Yohannan
3. Mr. C Balagopal
4. Mr. Baldev Raj Arora
During the financial year ended 31st March, 2018, NRC committee met on 5th December, 2018.
Attendance Details are given below
Additional Director- Non- Executive – Non
Mr. Joseph John 1 of 1
Independent Director
Mr M Y Yohannan Non-Executive -Non Independent Director 1 of 1
Mr. Baldev Raj Arora Non -Executive Independent Director 1 of 1
iii Corporate Social Responsibility Committee

The CSR Committee of the Board has been constituted on 08.12.2014 in accordance with the provisions of
Section 135 of the Companies Act,2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014. The present constitution of CSR Committee is as follows:

2. Mr. C Balagopal
3. Mrs. Meena Thomas
4. Mrs. Sangeeta Joseph
During the financial year ended 31st March, 2018, the CSR Committee met 3 times on 5th June, 2017, 5th
December, 2017 and 15th February, 2018.
Attendance Details are given below

Mr. Thomas John Executive Director 3 of 3
Mrs Meena Thomas Executive Director 3 of 3
Mrs. Sangeeta Joseph* Executive Director 2 of 3
Dr.Damodaran Madhavi Vasudevan** Executive Director 1 of 3
*Mrs. Sangeeta Joseph joined as a member with effect from 28.06.2017 as per the reconstitution of the
Committee approved by the Board.
**Dr. D M Vasudevan ceased to be a member with effect from 06.06.2017 as per the reconstitution of the
Committee approved by the Board.

Details about the policy developed and implemented by the Company
1.A brief outline of the company’s CSR policy, including overview of projects or programs proposed
to be undertaken.
The Company has framed CSR policy in accordance with the provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. This CSR Policy was approved
by the Board of Directors on 08.12.2014. The purpose of this policy document is to crystallize the philosophy
of the Company regarding its responsibility as a corporate citizen and to lay down the guidelines and
mechanism for undertaking socially useful programs for welfare & sustainable development of the
community at large and the same is placed on the company’s website and the web link for the same is
http://agappe.com/beta/ckfinder/userfiles/files/CSR%20Policy.pdf
The objective of the Company’s CSR Policy is to:
Engage proactively with all stakeholders to actively contribute to the socio-economic development of
the periphery/community in which it operates.
Directly or indirectly take up programs that benefits the communities in & around its locations and
thereby, over a period of time, enhancing the quality of life & economic wellǦbeing of the local
population.
Ensure environmental sustainability by adopting best ecological practices and encouraging

conservation/judicious use of natural resources.
To generate, through its CSR initiatives, a community goodwill for the Company and help reinforce a
positive & socially responsible image of the Company as a corporate entity.
2. The Composition of CSR Committee is as follows:

1. Mr. C Balagopal
2. Mrs. Meena Thomas
3. Mrs. Sangeeta Joseph
3. The average net profit of the company for last three financial years: INR. 92.06 Million
4. Prescribed CSR Expenditure: INR 1.84 Million
5. Details of CSR spent during the financial year;
(a) Total amount to be spent for the financial year : INR 1.84 Million
(b) Amount unspent, if any : NIL
(c) Manner in which the amount spent during the financial year is detailed below:

6. The CSR Committee of Agappe Diagnostics Limited confirms that the implementation and
monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
Projects or programs Amount spent on the

Cumulative Amount spent
1) Local area or other Amount outlay programs Sub-heads:
Sector in which the expenditure upto Direct or through
Sl.No CSR identified 2) Specify the State and (budget) project or (l ) Direct expenditure on
Project is covered to the reporting implementing
district where projects or program wise projects or programs- (2)
period agency
programs were undertaken Overheads:
Construction of two class room 1.

building in Ground floor for Local area Pattimattom
Promotion of
1 Government Lower Primary School, 2. Rs.1.75 Million Rs.1.70 Million Rs.1.70 Million Direct
Education
Kadayiruppu near to its Corporate State: Kerala
office at Pattimattom, Ernakulam. Dist:Ernakulam
Construction of additional two 1.

class room in First floor for Local area Pattimattom
Promotion of
2 Government Lower Primary School, 2. Rs.1.67 Million Rs.0.14 Million Rs.0.14 Million Direct
Education
Kadayiruppu near to its Corporate State: Kerala
office at Pattimattom, Ernakulam. Dist:Ernakulam
The details of CSR activities undertaken in the financial year are placed on the company’s website and the
web link for the same is http://agappe.com/beta/ckfinder/userfiles/files/CSR%20Activities%202017-18.pdf
Thomas John Meena Thomas

(DIN:00138331) (DIN: 01665997)
Chairman CSR Committee Whole Time Director
M Y Yohannan
Place: Kochi (DIN -00150242)
Date: 28 June 2018 Chairman

Annexure 3
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
2014)
Statement containing salient features of the financial statement of subsidiaries/ associate

companies/ joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in rupees)
Sl. No. Name of the subsidiary Agappe Diagnostics Switzerland GMBH

Reporting period for the subsidiary concerned, if different
1 31st March,2018
from the holding company’s reporting period
Reporting currency and Exchange rate as on the last date of

2 CHF, Exchange Rate on last Date– 68.10
the relevant Financial year in the case of foreign subsidiaries.
3 Share Capital Rs. 1,064,800/-

4 Reserves & Surplus Rs. (30,984,528)
5 Total Assets Rs. 13,284,443/-
6 Total Liabilities Rs. 13,284,443/-
7 Investments NIL
8 Turnover Rs. 136,763,808 (Total Revenue)
9 Profit before taxation Rs. 250,303/-
10 Provision for taxation NIL
11 Profit after taxation Rs. 250,303/-
12 Proposed Dividend NIL
13 % of share holding 100%
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations NA
2. Names of subsidiaries which have been liquidated or sold during the year. NA
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
and Joint Ventures NA

Date: 28 June 2018 (DIN -00150242)
Chairman

Annexure 4
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis: Not applicable
a Name(s) of the related party and nature of relationship

b Nature of the Contracts/ arrangements/transactions
c Duration of the Contracts/ arrangements/transactions
Salient terms of the contracts or arrangements or
d
transactions including the value, if any
Justification for entering into such contracts or arrangements
e
or transactions
f Date of approval by the Board, if any
g Amount paid as advances, if any:
Date on which the special resolution was passed in general
h
meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm's length basis
Agappe Diagnostics Switzerland GmbH,

a Name(s) of the related party and nature of relationship
Wholly owned subsidiary
a. Sale of reagents and equipments
b Nature of the Contracts/ arrangements/transactions b. Commission for sale of reagents and
equipments
c Duration of the Contracts/ arrangements/transactions On going
a. Sales amounting to Rs 12,53,76,889.56
for the financial year 2017-18
Salient terms of the contracts or arrangements or
d b. Commission amounting to Rs
transactions including the value, if any
1,13,86,917.97 for the financial year
2017-18
e Date of approval by the Board, if any NA
f Amount paid as advances, if any: NIL

Date: 28 June 2018 (DIN -00150242)
Chairman

Annexure 5
The conservations of energy, technology absorption, foreign exchange earnings and outgo, during
the year in terms of actual outflows:
A) Conservation of energy:
Energy conservation measures taken/implemented:
A new Reagent Facility with state-of-the-art technology for the manufacture of reagents had been put into
operation in the previous year. Salient features, in energy conservation point of view, of this plant are
summarized as below:
1. Total connected load of the entire installations is about 1696.618 kW and a 1000 kVA resin cast, dry
type distribution transformer with forced air cooling to obtain optimum operational efficiency has
been installed. Load parameters are being monitored and managed using SCADA (Supervisory
Control and Data Acquisition) system.
2. The electric power supply voltage during peak-hours is noted to be considerably low leading to
reliance on DG Sets. Company has successfully installed an automatic On-Load-Tap-Changing
(OLTC) system to avoid this phenomenon. The operation of DG set during these low voltage
conditions has been avoided, thereby resulting in savings in diesel cost.
3. Power factor of the entire system is maintained between 0.99 lagging to unity thereby reducing the
maximum power demand and subsequently bringing down the power cost.
4. To provide hundred percent standby power supply, Diesel Generator set of 500 kVA & 250 kVA
capacity with intelligent fuel governor to reduce specific fuel consumption has been put into
operation.
5. A single screw compressor chiller with a stand-by chiller, which is more efficient than twin screw
and rotary types, were installed to take care HVAC requirement. This arrangement enabled the
servicing/maintenance of chillers without shut down of the AC system.
6. All Air Handling Units (AHUs) are fitted with numerical type Building Management System (BMS),
enabling remote monitoring and operation to improve operational efficiency.
7. Solar type water heating system of about 1000 litres capacity is installed to take care hot water
requirement for cleaning of mixing vessels and tanks.
8. Compact Fluorescent Lamps (CFL) are installed in all light fixtures to reduce energy loss. Clean
room light fixtures are top openable type from walkable ceilings for easy maintenance even during
operating time of the rooms thus avoiding shut down of clean room plants. High efficiency area
lighting fixtures fitted with LED lamps are used for road lighting.
9. Rain-water harvesting method with a network of collection pipes and an abandoned quarry is
practiced for daily water requirement for manufacturing and personal use instead of using ground
water from tube wells thus reducing pumping cost and conserving natural water.
10. Successfully operating ETP (Effluent Treatment Plant) with a treatment capacity of 60,000 lts per
day. The treated water form ETP is used for drip irrigation, thus reducing the domestic water
consumption.

Additional investments and proposals, if any, being implemented for reduction of energy
consumption.
1. A scheme has been prepared to replace the light fixtures in phased manner with high efficiency
Light Emitting Diode (LED) lamps.
2. Company is planning to implement various steps to reduce the water consumption and planning to
change the push type taps with pressmatic taps with outward water regulations.
3. Old and high power consuming air conditioning units are being replaced with 5 star rated units.
4. Company is also planning to install a 100 kVA Grid Type Solar System to reduce the KSEB energy
consumption. (Approx. 400 unit saving per day)
Form A – Power Consumption
FY - 2017-18 FY - 2016-17
1. Electricity
(a) Purchased
Unit (KWH) 1,192,032 1,156,304
Total amount 8,263,260 8,361,408
Rate / Unit 6.93 7.23
b) Own Generation
(i) Through diesel generator
Unit (KWH) 103,968 124,317
Total amount 2,085,184 2,373,139
Cost / unit 20.06 19.09
(ii) Through Steam turbine / generator NA NA
Units
Units per ltr. Of fuel oil/gas
Cost/unit
2. Coal NA NA
Where used
Quantity (Tonnes)
Total Cost
Average Rate
3. Furnace Oil NA NA
Quantity (K Ltrs)
Total Amount
Average Rate
4. Others / Internal Generation NA NA
Quantity
Total Cost
Rate/unit
B) Technology absorption
Efforts made in technology absorption - as per Form B given below

Form B
Research and Development:
1. Specific Areas in which R & D carried out by the Company:
The Company an in-house R&D facility approved by the Department of Scientific and Industrial Research of
the Government of India with dedicated teams for equipment as well as reagents. On the equipment front,
the R&D activities primarily consist of:
x Design and development of various automated and semi-automated analyzers

x Upgradation of existing analyzers
x Quality and performance enhancements to existing products
On the reagent front, the R&D activities consist of:
x Developing indigenous alternatives to imported reagents

x Introduction of new parameters and enhance the product range
x Development of system packs for various analyzers
x Quality enhancements to existing products
2. Benefits derived as a result of above R & D:
The main objective of the Company’s R&D function is to develop the technology and capability for
manufacturing equipment and reagent locally thereby reducing the reliance on imported products and
technology. Such R&D activities have helped generate the following key benefits:
x Cost effective solutions for labs and hospitals compared to imported products
x Making cost of diagnostics testing affordable to final consumer
x Customized and innovative offerings for different classes of customers
3 Future plan of action
The Company will continue to invest in people and infrastructure to further develop its R&D capabilities so
that it can compete at national and international level. The Company also plans to increase the allocation to
R&D expenditure in terms of percentage of turnover in the coming years.
4 Expenditure on R & D
Particulars Amount in Rs.

Capital 17,591,260
Revenue 24,010,989
Total 41,602,249
5 Information regarding imported technology:- NIL

C) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during
the year and the Foreign Exchange outgo during the year in terms of actual outflows
Particulars Amount in Rs.
a) Foreign Exchange Earnings 253,358,489
b) Foreign Exchange Outgoes 539,856,132
Place: Kochi For and on behalf of the Board

Date: 28 June 2018
M Y Yohannan
(DIN -00150242)
Chairman
REGISTERED OFFICE
Sahar Road, Parsiwada,
Andheri (East), Maharashtra – 400 099
Tel: +91-222-4300 8000
CIN: U24239MH1998PLC115413

Standalone
Financial
Statements
Independent Auditors' Report

Annexure to Independent Auditors' Report
Balance Sheet
Statement of Profit & Loss
Cash Flow Statement
Notes forming part of Financial Statements

Independent Auditor’s Report

To the Members of Agappe Diagnostics Limited
Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Agappe Diagnostics Limited
(‘the Company’), which comprise the balance sheet as at 31 March 2018, the statement of profit and
loss and the cash flow statement for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Management’s responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (‘the Act’) with respect to the preparation and presentation of these standalone
financial statements that give a true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
This responsibility also includes 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
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our
audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the standalone financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the standalone financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the standalone financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company's preparation of the standalone financial statements that give a true and
fair view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Company's Directors, as well as evaluating the overall presentation
of the standalone financial statements.

Independent Auditors’ Report (continued)

Auditor’s Responsibility (continued)

We are also responsible to conclude on the appropriateness of management’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the entity’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
the auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the
date of the auditor’s report. However, future events or conditions may cause an entity to cease to
continue as a going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India of the state of affairs of the Company as at 31 March 2018, its profit and its cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
“ Annexure A”, a statement on the matters specified in the paragraph 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
(b) in our opinion proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books;
(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by
this Report are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors as on 31 March 2018
taken on record by the Board of Directors, none of the directors is disqualified as on 31
March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) with respect to the adequacy of the internal financial controls with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer to
our separate report in “Annexure B”; and

Independent Auditors’ Report (continued)

Report on Other Legal and Regulatory Requirements (continued)

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financial position in
its standalone financial statements – Refer Note 2.32 to the standalone financial statements;
ii. the Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses;
iii. there were no amounts, which are required to be transferred to the Investor Education and
Protection Fund by the Company; and
iv. The disclosures in the financial statements regarding holdings as well as dealings in
specified bank notes during the period from 8 November 2016 to 30 December 2016 have
not been made since they do not pertain to the financial year ended 31 March 2018.
However amounts as appearing in the audited Standalone financial statements for the
period ended 31 March 2017 have been disclosed.
for B S R & Associates LLP

Chartered Accountants
Firm’s registration number: 116231W/W-100024
Baby Paul
Partner
Membership number: 218255
Kochi
28 June 2018

Agappe Diagnostics Limited

Annexure - A to the Independent Auditors’ Report
The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the
standalone financial statements for the year ended 31 March 2018. We report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which all
fixed assets are verified in a phased manner over two years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the Company and the nature of
its assets. Pursuant to the programme, certain fixed assets were physically verified during the
year. No material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the title deeds of immovable properties are held in the name
of the Company. Immovable properties of land and buildings whose title deeds have been
pledged as security for borrowings are held in the name of the Company based on the
confirmations directly received by us from lenders.
(ii) The inventory, except goods-in-transit and demo equipments with third parties, has been
physically verified by the management during the year. In our opinion, the frequency of such
verification is reasonable. The discrepancies noticed on verification between the physical
stock and the book records were not material. For demo equipments lying with third parties at
the year-end, written confirmations have been obtained by the Management.
(iii) According to the information and explanations given to us, the Company has not granted any
loans, secured or unsecured to companies, firms, limited liability partnerships or other parties
covered in the register maintained under section 189 of the Act. Accordingly, the provisions
of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company
has complied with the provisions of Sections 185 and 186 of the Act, with respect to the
investments made. Further, there are no loans, guarantees and security given in respect of
which provisions of section 185 and 186 of the Act are applicable.
(v) The Company has not accepted any deposits from the public within the meaning the directives
issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other
relevant provisions of the Act and the relevant rules framed thereunder.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the
rules prescribed by the Central Government for maintenance of cost records under Section
148 of the Act and are of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. However, we have not made a detailed examination of the
records.
(vii) (a) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, amounts deducted / accrued in the books of account in respect
of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-
Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Goods and Service
Tax, cess and any other material statutory dues have generally been regularly deposited during
the year by the Company with the appropriate authorities..


Annexure - A to the Independent Auditors’ Report (continued)
According to the information and explanations given to us, no undisputed amounts payable in
respect of Provident Fund, Employee State Insurance, Income Tax, Service Tax, Duty of
Customs, Duty of Excise, Value Added Tax, Goods and Service Tax, cess and any other
material statutory dues were in arrears, as at 31 March 2018, for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Income Tax
or Sales Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax which
have not been deposited by the Company on account of disputes, except for the following:
Name of the Nature of Amount Period to Forum where

statute dues (in Rs.) which the dispute is
amount pending
relates
Income Tax Income Tax 2,864,020* AY 2012-13 Income Tax
Act 1961 Appellate
Tribunal (ITAT)
Income Tax Income Tax 2,052,650* AY 2012-13 Commissioner
Act 1961 (Penalty) of Income Tax
(Appeals)
Income Tax Income Tax 1,396,790 AY 2014-15 Commissioner
Act 1961 (Penalty) of Income Tax
(Appeals)
PF & Provident 3,272,983 April 2006 to Employees PF
Miscellaneous fund April 2011 Appellate
provision Tribunal
Act,1952 Provident 640,831 May 2011 to Employees PF
fund July 2012 Appellate
Tribunal
Central Excise duty 2,406,899 April 2010 to Commissioner
Excise Act, May 2011 (Appeals)
1944
* Rs 2,864,020 has been paid/ adjusted by the department under protest against the primary
demand. Further, subsequent to the year end, the Company has received a favourable order
ITAT on 18 May 2018 with respect to this dispute.
(viii) In our opinion and according to the information and explanations given to us, the Company has
not defaulted in repayment of loans or borrowings to financial institutions and banks. The
Company did not have any outstanding loans or borrowings from government and there are no
dues to debenture holders during the year.
(ix) According to the information and explanations given to us and based on examination of the records
of the Company, has not raised any money by way of initial public offer or further public offer
(including debt instruments) or term loans during the year.
(x) According to the information and explanations given to us, no material fraud by the Company or
on the Company by its officers or employees has been noticed or reported during the course of our
audit.
(xi) According to the information and explanations given to us and based on examination of the records
of the Company, the Company has paid/ provided managerial remuneration in accordance with
the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Act.


Annexure - A to the Independent Auditors’ Report (continued)
(xii) According to the information and explanations given to us, in our opinion, the Company is not a
Nidhi Company as prescribed under Section 406 of the Act.
(xiii) According to the information and explanations given to us and based on our examination of the
records of the Company, transactions with the related parties are in compliance with Sections 177
and 188 of the Act, where applicable, and details of such transactions have been disclosed in the
standalone financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has not made preferential allotment or private placement
of shares or fully or partly convertible debentures during the year.
Further, according to the information and explanations given to us and based on our examination
of the records of the Company, we report that the amounts raised in earlier years have been used
for the purpose for which the funds were raised.
(xv) According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has not entered into non-cash transactions with directors
or persons connected with him.
(xvi) According to the information and explanation given to us and in our opinion the Company is not
required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Firm’s registration number: 116231W/ W-100024
Baby Paul
Partner
Kochi
28 June 2018


Annexure - B to the Independent Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (‘the Act’)
We have audited the internal financial controls with reference to standalone financial statements of
Agappe Diagnostics Limited (‘the Company’) as of 31 March 2018 in conjunction with our audit of
the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control with reference to standalone financial statements criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants
of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to 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 information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to
standalone financial statements based on our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”)
and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10)
of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls with reference to
standalone financial statements was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls with reference to standalone financial statements and their operating effectiveness. Our
audit of internal financial controls with reference to standalone financial statements included obtaining
an understanding of internal financial controls with reference to standalone financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error.
our audit opinion on the Company’s internal financial controls with reference to standalone financial
statements.


Annexure - B to the Independent Auditors’ Report (continued)
Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A company's internal financial control with reference to standalone financial statements is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles.
A company's internal financial control with reference to standalone financial statements includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Standalone Financial statements
Because of the inherent limitations of internal financial controls with reference to standalone financial
statements, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls with reference to standalone financial statements to future periods are subject to the
risk that the internal financial control with reference to standalone financial statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference
to standalone financial statements and such internal financial controls with reference to standalone financial
statements were operating effectively as at 31 March 2018, based on the internal control with reference to
standalone financial statements criteria established by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the ICAI.

Baby Paul
Partner
Kochi
28 June 2018


Balance sheet as at 31 March 2018
(All amounts in Indian rupees, except share data and where otherwise stated)
As at As at
Notes
31 March 2018 31 March 2017
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 2.1 61,299,040 61,299,040
Reserves and surplus 2.2 850,455,694 735,816,361
911,754,734 797,115,401
Non-current liabilities
Long-term borrowings 2.3 30,171,097 51,471,097
Deferred tax liabilities (net) 2.4 25,760,381 27,285,211
Other long-term liabilities 2.5 13,075,641 9,708,412
Long-term provisions 2.6 6,809,429 6,165,788
75,816,548 94,630,508
Current liabilities
Short-term borrowings 2.7 207,728,846 190,748,785
Trade payables 2.8
Total outstanding dues of micro enterprises and small enterprises 4,487,447 1,958,819
Total outstanding dues of creditors other than micro enterprises and 144,265,453 56,409,140
small enterprises
Other current liabilities 2.9 108,760,473 113,994,599
Short-term provisions 2.10 16,017,933 25,270,354
481,260,152 388,381,697
1,468,831,434 1,280,127,606
ASSETS
Non-current assets
Property, plant and equipment 2.11 424,710,159 434,595,224
Intangible assets 2.12 38,572,452 27,921,146
Capital work-in-progress 14,731,758 423,280
Intangible assets under development 71,168,942 55,004,050
Non-current investments 2.13 1,064,800 1,064,800
Long-term loans and advances 2.14 15,875,883 16,865,243
Other non-current assets 2.15 887,342 303,037
567,011,336 536,176,780
Current assets
Inventories 2.16 313,106,361 284,979,356
Trade receivables 2.17 342,108,073 221,966,010
Cash and bank balances 2.18 190,436,151 184,126,186
Short-term loans and advances 2.19 53,487,712 52,284,957
Other current assets 2.20 2,681,801 594,317
901,820,098 743,950,826
1,468,831,434 1,280,127,606
Significant accounting policies 1
The notes referred to above form an integral part of the standalone balance sheet
As per our report of even date attached
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Agappe Diagnostics Limited
Firm's registration number: 116231W/W-100024 CIN: U24239MH1998PLC115413
Baby Paul Thomas John M Y Yohannan

Partner Managing Director Director
Membership No.: 218255 DIN: 00138331 DIN: 00150242
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018


Statement of profit and loss for the year ended 31 March 2018
Year ended Year ended
Notes
31 March 2018 31 March 2017
Revenue from operations 2.21
Sales (net of sales returns) 1,510,710,822 1,309,844,246
Less: excise duty 22,639,445 96,385,352
Net sales 1,488,071,377 1,213,458,894
Service income 2.21 27,755,661 24,056,641
Other income 2.22 23,866,227 26,850,009
Total revenue 1,539,693,265 1,264,365,544
Expenses
Cost of material consumed 2.23 344,316,351 331,612,674
Purchase of stock-in-trade 2.24 382,702,789 257,363,572
Changes in inventories of finished goods, work-in-progress and stock-in- (23,978,307) (16,934,432)
2.25
trade
Employee benefits expense 2.26 288,564,835 243,848,638
Finance costs 2.27 21,785,189 25,396,664
Depreciation and amortisation 2.28 57,687,886 51,869,222
Other expenses 2.29 305,788,127 251,824,949
CSR expenditure 2.30 2,052,044 4,929,915
Total expenses 1,378,918,914 1,149,911,202
Profit before taxes 160,774,351 114,454,342
Tax expenses 2.31
Current tax 49,400,000 24,551,558
Current tax/(credit) - earlier years 41,897 (184,147)
MAT credit entitlement - (5,591,558)
MAT credit entitlement - earlier years (1,782,048)
Deferred tax charge/(benefit) (1,524,831) 14,985,977
Deferred tax charge/(benefit) - earlier years - 4,624,982
Profit after taxes 114,639,333 76,067,530
Earnings per share (equity share of par value of Rs.10 each) 2.33
Basic and diluted 18.70 12.41
The notes referred to above form an integral part of the standalone statement of profit and loss

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018


Cash flow statement for the year ended 31 March 2018
For the year ended For the year ended
31 March 2018 31 March 2017
Cash flows from operating activities
Adjustments for
Unrealised foreign exchange loss 185,144 (1,978,877)
Finance costs 21,785,189 25,396,664
Interest income (10,159,816) (11,533,394)
Profit on sale of property, plant and equipment (net) (179,331) (367,146)
Writeback of provision for doubtful trade receivables (20,282) (1,813,491)
Depreciation and amortisation 57,687,886 51,869,222
Operating cash flow before working capital changes 230,073,141 176,027,320
Increase in trade receivables (118,768,444) (24,586,929)

Increase in inventories (28,127,005) (20,448,760)
(Increase)/ decrease in loans and advances and other assets (5,298,207) 8,888,300
(Increase) / decrease in margin money deposits (3,585,775) 5,754,164
Increase/ (decrease) in trade payables, other liabilities and provisions 93,965,610 (8,955,880)
Net cash generated from operating activities before taxes 168,259,320 136,678,215
Income taxes paid (net) (30,629,268) (23,025,187)

Net cash generated from operating activities (A) 137,630,052 113,653,028
Cash flows from investing activities

Interest received 10,721,833 11,726,667
Purchase of property, plant and equipment and intangible assets (89,001,188) (69,887,548)
Proceeds from sale of property, plant and equipment 2,565,383 1,818,423
Net cash used in investing activities (B) (75,713,972) (56,342,458)
Cash flows from financing activities

Interest paid (including borrowing cost capitalised) (22,458,027) (25,792,693)
Repayment of long term borrowings (31,201,987) (40,708,745)
Short term borrowings availed/ (repaid), net 17,142,097 14,934,963
Dividend paid including tax there on (22,133,425) (7,377,808)
Net cash used in financing activities ( C ) (58,651,342) (58,944,283)
Net (decrease) / increase in cash and cash equivalents (A+B+C) 3,264,738 (1,633,713)
Cash and cash equivalents at the beginning of the year 174,304,974 176,186,655
Unrealised exchange difference on cash and cash equivalents 43,757 (247,968)
Cash and cash equivalents at the end of the year 177,613,469 174,304,974
(refer to note 2.18 - Cash and bank balances)
The notes referred to above form an integral part of the standalone cash flow statement
As per our report of even date attached.

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018


Notes to the standalone financial statements
(All amounts are in Indian rupees, except share data and where otherwise stated)
1. Significant accounting policies

1.1 Background
Agappe Diagnostics Limited (‘the Company’) was incorporated in 18 June 1998 as a Public Limited
Company. The Company is engaged in the business of development, manufacture, sale and distribution
of in-vitro diagnostic reagents and equipment and rendering of maintenance services. The Company has
a wholly owned subsidiary, Agappe Diagnostics Switzerland GmbH, a company registered at
Switzerland engaged in business of laboratory equipment’s and diagnostics.
1.2 Basis of accounting and preparation of financial statements

The financial statements are prepared in accordance with Indian Generally Accepted Accounting
Principles (GAAP) under the historic cost convention on the accrual basis. GAAP comprises mandatory
accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act) read with Rule
7 of the Companies (Accounts) Rules, 2014. Accounting policies have been consistently applied except
where a newly issued accounting standard is initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use. All amounts included in the financial
statements are reported in Indian rupees, except share and per share data, and have been rounded off to
nearest rupee.
1.3 Use of estimates
The preparation of the financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported balances of assets and liabilities and disclosures
relating to contingent liabilities as at the date of the financial statements and reported amounts of income
and expenses during the period. Examples of such estimates include provisions for doubtful debts, future
obligations under employee retirement benefit plans, income taxes, post-sales customer support and the
useful lives of fixed property, plant and equipments and intangible assets.
Accounting estimates could change from period to period. Actual results could differ from those
estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in
circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements
in the period in which changes are made and, if material, their effects are disclosed in the notes to the
financial statements.
1.4 Revenue recognition
Revenue from sale of products (including sale of scrap) is recognised on transfer of all significant risks
and rewards of ownership to the buyer. The amount recognised as sale is exclusive of sales tax, discounts
and sales returns. Revenue from sale of products is presented both gross and net of excise duty.
Revenue from maintenance contracts i.e. service income, is recognized over the period of the contract,
on a straight-line basis.
‘Deferred income’ included in current liabilities represents billings in excess of revenues recognised.
Interest on deployment of surplus funds is recognised using the time proportionate method, based on the
transactional interest rates.


Notes to the standalone financial statements (continued)
1 Significant accounting policies (continued)
1.5 Property, plant and equipment and capital work in progress
Property, plant and equipment are stated at cost of acquisition or construction less accumulated
depreciation and impairment if any. Cost comprises the purchase price and other directly attributable
costs of bringing the asset to its working condition for its intended use.
Borrowing costs directly attributable to the acquisition, construction or production of those fixed assets
that necessarily take a substantial period to get ready for their intended use, are capitalized. Other
borrowing costs are accounted as an expense in statement of profit and loss.
Capital work-in progress comprises of the cost of fixed assets that are not yet ready for their intended use
as at the balance sheet date.
1.6 Intangible assets and amortisation
Acquired intangible assets
Intangible assets that are acquired by the company are measured initially at cost. After initial recognition,
intangible assets are carried at its cost less any accumulated amortisation and any accumulated
impairment loss. Subsequent expenditure is capitalised only when it increases the future economic
benefits from the specific asset to which it relates.
Internally generated intangible assets
The cost of internally generated intangible assets arising from development comprises all expenditure
that can be directly attributed or allocated on a reasonable and consistent basis, to creating, producing
and making the asset ready for its intended use.
Expenditure on research (or on the research phase of an internal project) is recognized as an expense as
and when they are incurred.
Intangibles under development comprises of the cost of intangible assets including bought out technical
knowhow that are not yet ready for their intended use as at the balance sheet date
Amortisation
Intangible assets are amortised in the statement of profit and loss over their estimated useful lives, from
the date that they are available for use based on the expected pattern of consumption of economic benefits
of the asset. Accordingly, at present, these are being amortised on straight line basis. Such intangible
assets and intangible assets that are not yet available for use are tested annually for impairment. The
company amortises its intangibles over a period 5 – 10 years as appropriately identified for specific
intangible assets.
Assets Useful lives (years)
Computer software 6
Technical know how and License Fees 5-10


1. Significant accounting policies (continued)
1.7 Depreciation
Depreciation on property, plant and equipment is provided on the straight-line method over the useful
lives of assets estimated by the Management. Residual value, being insignificant, is considered as Re. 1
while calculating depreciable value. Depreciation for the assets purchased/sold during a period is
proportionately charged.
Leasehold land and improvements are amortised on a straight line basis over the period of lease or
estimated useful life, whichever is shorter.
The management estimates the useful lives for the property, plant and equipments as under:
Class of assets Years
Office buildings 60
Factory buildings 30
Plant and equipment* 2-15
Electrical fixtures 10
Vehicles 8
Office equipment 5
Servers and network equipment 6
Computers 3
Furniture and fixtures 10
* For the above mentioned class of assets, the Company believes that the useful lives as given above best
represent the useful lives of assets based on an internal assessment and supported by technical advice,
where necessary, which is different from the useful lives as prescribed under Part C of Schedule II of the
Companies Act 2013.
1.8 Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset forming
part of its cash generating units may be impaired. If any such indications exist, the Company estimates
the recoverable amount of the asset or the group of assets comprising, a cash generating unit. For an asset
or a group of assets that does not generate largely independent cash flows, the recoverable amount is
determined for the cash generating unit to which the asset belongs. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the assets belongs is less than the
carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is
the greater of the assets net selling price and value in use. In assessing the value in use, the estimated
future cash flows are discounted to their present value at the weighted average cost of capital. The
reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the
balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at the recoverable amount. An impairment
loss is reversed only to the extent that the carrying amount of the asset does not exceed the book value
that would have been determined; if no impairment loss has been recognized.
1.9 Inventories
Inventories are carried at the lower of cost and net realizable value. Cost comprises purchase price, cost
of conversion and other costs incurred in bringing the inventory to its present location and condition.
The cost is calculated on specific identification basis. Production overheads used for the valuation of
finished goods are allocated on the basis of normal capacity of production facilities.


1.9 Inventories (continued)
The comparison of cost and net realisable value of inventory is made on an item by item basis. The net
realisable value of work in progress is determined with reference to the selling prices of related finished
goods. Raw materials and other supplies held for use in production of inventories are not written down
below cost except in cases where material prices have declined and it is estimated that the cost of the
finished goods will exceed their net realisable value.
The provision for inventory obsolescence is assessed annually and is provided as considered necessary.
1.10 Foreign currency transactions

Foreign exchange transactions are recorded using the exchange rates prevailing on the dates of the
respective transactions. Exchange differences arising on foreign exchange transactions settled during
the year are recognised in the statement of profit and loss for the year.
Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are
translated at the closing exchange rates on that date and the resultant exchange differences are recognised
in the statement of profit and loss. Non-monetary items, which are carried in terms of historical cost
denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.
1.11 Employee benefits

Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified
as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The
undiscounted amount of short-term employee benefits to be paid in exchange for employee services is
recognised as an expense as the related service is rendered by employees.
Post-employment benefits
Defined contribution plans
Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made
monthly at predetermined rates to the appropriate authorities and charged to the statement of profit and
loss on an accrual basis. There are no other obligations other than the contribution payable to the
respective fund.
Defined benefit plans
Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date,
carried out by an independent actuary. The present value of the obligation under such defined benefit
plan is determined based on an actuarial valuation using the projected unit credit method, which
recognizes each period of service as giving rise to additional units of employee benefit entitlement and
measures each unit separately to build up the final obligation.
Compensated absences
The employees can carry-forward a portion of the unutilized accrued compensated absences and utilise
it in future service periods or receive cash compensation. The Company records an obligation for such
compensated absences in the period in which the employee renders the services that increase this
entitlement. The obligation is measured on the basis of independent actuarial valuation using the
projected unit credit method.


1.12 Income taxes
The current income tax charge is determined in accordance with the relevant tax regulations applicable
to the Company in India. Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which
gives future economic benefits in the form of adjustment to future income tax liability, is considered as
an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly,
MAT is recognised as an asset in the balance sheet when it is highly probable that future economic benefit
associated with it will flow to the Company.
Deferred tax charge or credit is recognised for the future tax consequences attributable to timing
difference that result between the profit offered for income taxes and the profit as per the financial
statements. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are
recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be
realised in future; however, when there is a brought forward loss or unabsorbed depreciation under
taxation laws, deferred tax assets are recognised only if there is virtual certainty of realization of such
assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to
reflect the amount that is reasonably/virtually certain to be realised.
The Company offsets, on a year on year basis, the current tax assets and liabilities, where it has a legally
enforceable right and where it intends to settle such assets and liabilities on a net basis.
1.13 Earnings per share
The basic and diluted earnings per share (EPS) is computed by dividing the net profit after tax for the
year attributable to equity shareholders by the weighted average number of equity shares outstanding
during the year.
The number of shares used in computing diluted earnings per share comprises the weighted average
number of shares considered for deriving basic earnings per share and also the weighted average number
of equity shares that could have been issued on the conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the period unless issued at
a later date. In computing dilutive earnings per share, only potential equity shares that are dilutive, i.e.
which reduces earnings per share or increases loss per share are included.
1.14 Leases
Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the
leased item, are classified as operating leases. Operating lease payments are recognised as an expense in
the statement of profit and loss on a straight-line basis over the lease term.
1.15 Provisions and contingencies
The Company recognises a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the
obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When the likelihood of
outflow of resources, in case of a possible obligation or a present obligation is remote, no provision or
disclosure is made.
Warranty costs are estimated on the basis of technical evaluation and past experience. Provision is made
for estimated liability in respect of warranty costs in the year of sale of goods. Provision for onerous
contracts i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract
exceed the economic benefits expected to be received under it, are recognised when it is possible that an
outflow of resources embodying economic benefits will be required to settle a present obligation as a
result of an obligating event, based on a reliable estimate of such obligation.


1.16 Cash flow statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and items of income or expenses associated with investing or financing cash flows. The cash
flows from operating, investing and financing activities of the Company are segregated.
1.17 Cash and cash equivalents
Cash and cash equivalents comprise cash and cash on deposit with banks and financial institutions.
The Company considers all highly liquid investments with a remaining maturity at the date of
purchase of three months or less and that are readily convertible to known amounts of cash to be cash
equivalents.


As at 31 March 2018 As at 31 March 2017
2.1 Share capital Number of Number of
Amount Amount
shares shares
Authorised
Equity shares of Rs. 10 each 5,859,500 58,595,000 5,859,500 58,595,000
Class A shares of Rs. 10 each 1,140,500 11,405,000 1,140,500 11,405,000
7,000,000 70,000,000 7,000,000 70,000,000
Issued, subscribed and paid-up
6,129,904 61,299,040 6,129,904 61,299,040
(a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Number Number
Amount Amount
of shares of shares
Equity shares of Rs. 10 each
At the beginning and end of the year 4,989,404 49,894,040 4,989,404 49,894,040
Class A shares of Rs. 10 each
Ordinary equity shares: All the equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to
receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to share of paid-up
equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
Failure to pay any amount called up on the shares may lead to the forfeiture of shares. On winding up of the Company, the holders of the equity shares will be
entitled to receive the residual assets of the Company, remaining after the distribution of all preferential amounts in proportion to the number of equity shares held.
Class A equity shares: In the event of a liquidation event, the holders of the Class A equity shares shall be entitled to receive the amounts specified therein in
priority to all other holders of equity securities of the Company. The Class A equity holder, under the Investment Agreement (IA), has a right to exit through one
or more of the methods agreed therein. Such holder shall also have a right, to exercise a Put Option at a specified value, which is exercisable only on the
occurrence of an Event of Default under the IA. In all other respects, the Class A equity shares shall rank pari passu with the other equity shares of the Company.
(b) Details of shareholders holding more than 5% shares of the Company in each class of shares
As at 31 March 2018 As at 31 March
Number % holding Number % holding
of shares in the class of shares in the class
Equity shares of Rs. 10 each fully paid up held by
Mr. Thomas John 1,452,008 29.10% 1,452,008 29.10%
Mr. Joseph John 1,336,674 26.79% 1,336,674 26.79%
Mr. M.Y.Yohannan 1,195,641 23.96% 1,195,641 23.96%
Mrs. Meena Thomas 274,658 5.50% 274,658 5.50%
Mrs. Sangeeta Joseph 389,992 7.82% 389,992 7.82%
Class A equity shares of Rs. 10 each fully paid up held by

Sycamore Holdings Limited 1,140,500 100.00% 1,140,500 100.00%
(c) As more than half of the share capital is held by individuals, the Company does not have a holding / ultimate holding Company.
(d) Details of buyback, bonus share, issue for consideration other than for cash for past five years
The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares nor has there
been any issue for consideration other than for cash during the period of five years immediately preceding the balance sheet date.
As at As at
31 March 2018 31 March 2017
2.2 Reserves and surplus
General reserve
Balance at the beginning and end of the year 29,321,600 29,321,600
Securities premium
Surplus in the statement of profit and loss

Balance at the beginning of the year 317,926,411 263,992,306
Add: Proposed dividend for the previous year reversed (Refer Note 2.48) 18,389,712 -
Add: Tax on proposed dividend for the previous year reversed (Refer Note 2.48) 3,743,713 -
340,059,836 263,992,306
Add: Profit for the year 114,639,333 76,067,530
Less: Proposed dividend - 18,389,712
Less: Tax on proposed dividend - 3,743,713
Less: Dividend paid during the year (Refer Note 2.48) 18,389,712 -
Less: Dividend distribution tax paid during the year (Refer Note 2.48) 3,743,713 -
Balance at the end of the year 432,565,744 317,926,411
Total reserves and surplus 850,455,694 735,816,361

As at As at
2.3 Long-term borrowings
31 March 2018 31 March 2017
Secured
Term loans from banks 30,171,097 51,471,097

30,171,097 51,471,097
Details of securities, terms and conditions on term loans
Lender's name Security terms Existing interest Tenure Amount outstanding as on
rate 31 March 2018 31 March 2017
(per annum)
Federal Bank Secured by equitable mortgage on 46.77 acres of land at resurvey No. 140/12/1/2, 140/12/2/2 MCLR 60 Months 51,471,097 72,771,097
Limited and 140/3/2 in Pattimattom village along with factory building with area of 38,154 Square feet
and hypothecation of machineries and other fixed assets in the factory and by personal
guarantees of directors and shareholders of the Company.
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 64 Months - 288,000
present and future other than those purchased on hire purchase basis. Collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
directors and shareholders of the Company.
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 59 Months - 3,790,000
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 36 months - 375,000
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 36 months - 1,333,000
HDFC Bank Limited Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 10% 60 months - 283,492
Kotak Mahindra Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 9.83% 60 months - 1,332,495
Prime Limited
Note 1 - There is no continuing default in the repayment of the principal and interest amount with respect to above mentioned loans as at 31 March 2018
Note 2 - Refer Note 2.9 for the details of current maturities of long-term borrowings
66

As at As at
31 March 2018 31 March 2017
2.4 Deferred tax liabilities (net)
Deferred tax liability
Arising from timing differences in respect of:
Property, plant and equipment and intangible assets 29,966,962 35,008,269
Deferred tax assets

Employee benefits (1,523,479) (2,540,679)
Other disallowances (2,683,102) (5,182,379)
25,760,381 27,285,211
2.5 Other long-term liabilities
Security deposits from customers 13,075,641 9,708,412
13,075,641 9,708,412
2.6 Long-term provisions
Provision for employee benefits:
Gratuity 2,832,855 2,588,717
Compensated absences 3,976,574 3,577,071
6,809,429 6,165,788
2.7 Short-term borrowings
Secured loans from banks
Working capital demand loan from bank 145,000,000 122,500,029
Buyers credit 52,728,846 58,248,756
Packing credit 10,000,000 10,000,000
207,728,846 190,748,785
Note 1: Cash credit facility from Axis Bank Limited carries an interest of 3 months MCLR plus 0.60% per annum. The facility is secured by charge on entire
current assets of the Company, both present and future, and collateral security being equitable mortgage of 8 parcels of properties of the Company and by
personal guarantees of directors and shareholders of the Company.
Note 2: Working capital demand loan carries an interest of 1 month MCLR plus 0.3% per annum. The facility is secured by charge on entire current assets of
the Company, both present and future, and collateral security being equitable mortgage of 8 parcels of properties of the Company and by personal guarantees
of directors and shareholders of the Company.
Note 3: Buyers credit - The facility is secured by charge on entire current assets of the Company, both present and future, and collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of directors and shareholders of the Company.
Note 4: Packing credit facility from Axis Bank Limited is secured by charge on entire current assets of the Company, both present and future, and collateral
security being equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of directors and shareholders of the Company.
2.8 Trade payables

Total outstanding dues of micro enterprises and small enterprises* 4,487,447 1,958,819
Total outstanding dues of creditors other than micro enterprises and small enterprises:
Acceptances 35,264,547 14,164,057
Other trade payables 109,000,906 42,245,083
148,752,900 58,367,959
*Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act") based on the information available with the
Company are given below:
The principal amount remaining unpaid to any supplier as at the end of the year 4,487,447 1,958,819
The interest due on the principal remaining outstanding as at the end of the year - -
The amount of interest paid under the Act, along with the amounts of the payment made beyond the - -
appointed day during the year
The amount of interest due and payable for the period of delay in making payment (which have been paid but - -
beyond the appointed day during the year) but without adding the interest specified under the Act
The amount of interest accrued and remaining unpaid at the end of the year - -
The amount of further interest remaining due and payable even in the succeeding years, until such date - -
when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under the Act
2.9 Other current liabilities
Current maturities of the long-term borrowings (also refer note 2.3) 21,300,000 31,201,987
Interest accrued but not due on borrowings 1,178 674,016
Unearned revenue 21,077,385 17,493,432
Advances received from customers 3,281,789 3,977,673
Dues to creditors for capital goods 11,620,683 5,415,609
Dues to subsidiary (refer note 2.41) 2,381,446 2,179,643
Accrued expenses 19,605,691 13,943,395
Accrued salaries and benefits 21,575,453 16,771,947
Statutory dues payables 7,916,848 22,336,897
108,760,473 113,994,599
2.10 Short-term provisions
Proposed dividend - 18,389,712
Tax on proposed dividend - 3,743,713
Provision for income tax (net of advance tax) 10,702,557 -
Provision for employee benefits - compensated absences 815,376 736,929
Provision for warranty (Refer Note 2.46) 4,500,000 2,400,000
16,017,933 25,270,354

2.11 Property, plant and equipment
Gross block Accumulated depreciation Net block
Particulars As at As at As at As at As at As at
Additions Deletions For the year Deletions
1 April 2017 31 March 2018 1 April 2017 31 March 2018 31 March 2018 31 March 2017
9,193,211 - - 9,193,211 - - - - 9,193,211 9,193,211

Freehold land
9,193,211 - - 9,193,211 - - - - 9,193,211
1,101,750 - - 1,101,750 - 63,975 - 63,975 1,037,775 1,101,750
Leasehold land
1,101,750 - - 1,101,750 - - - - 1,101,750
4,669,351 - - 4,669,351 3,121,438 831,803 - 3,953,241 716,110 1,547,913
Leasehold improvement
4,669,351 - - 4,669,351 2,145,850 975,588 - 3,121,438 1,547,913
31,084,005 2,272,772 - 33,356,777 2,904,093 1,007,559 - 3,911,652 29,445,125 28,179,912
Office building
30,994,736 89,269 - 31,084,005 1,918,303 985,790 - 2,904,093 28,179,912
135,733,918 - - 135,733,918 12,482,228 4,556,497 - 17,038,725 118,695,193 123,251,690
Factory building
47,981,108 87,752,810 - 135,733,918 8,176,147 4,306,081 - 12,482,228 123,251,690
285,350,410 25,829,540 3,670,924 307,509,026 64,435,933 29,443,129 1,288,335 92,590,727 214,918,299 220,914,477
Plant and equipment
155,477,860 131,319,378 1,446,828 285,350,410 38,286,900 26,422,571 273,538 64,435,933 220,914,477
33,178,931 2,700,830 - 35,879,761 10,118,378 3,274,302 - 13,392,680 22,487,081 23,060,553
Electrical fixtures
14,680,123 18,498,808 - 33,178,931 6,945,658 3,172,720 - 10,118,378 23,060,553
20,217,364 1,871,254 - 22,088,618 8,926,149 2,881,125 - 11,807,274 10,281,344 11,291,215
Vehicles
21,215,482 - 998,118 20,217,364 7,107,917 2,693,392 875,160 8,926,149 11,291,215
8,802,945 988,653 - 9,791,598 5,230,300 1,363,047 - 6,593,347 3,198,251 3,572,645
Office equipment
6,449,334 2,376,386 22,775 8,802,945 4,166,103 1,086,972 22,775 5,230,300 3,572,645
4,845,998 1,172,943 - 6,018,941 2,882,507 766,077 - 3,648,584 2,370,357 1,963,491
Servers and network equipment
4,784,094 61,904 - 4,845,998 2,141,100 741,407 - 2,882,507 1,963,491
10,976,955 562,824 305,208 11,234,571 8,684,822 1,379,431 301,744 9,762,509 1,472,062 2,292,133
Computers
9,700,349 1,632,573 355,967 10,976,955 7,165,955 1,719,801 200,934 8,684,822 2,292,133
15,428,350 4,161,756 - 19,590,106 7,202,116 1,492,639 - 8,694,755 10,895,351 8,226,234
Furniture and fixtures
14,543,704 884,646 - 15,428,350 5,574,292 1,627,824 - 7,202,116 8,226,234
Total 560,583,188 39,560,572 3,976,132 596,167,628 125,987,964 47,059,584 1,590,079 171,457,469 424,710,159 434,595,224
Previous year 320,791,102 242,615,774 2,823,688 560,583,188 83,628,225 43,732,146 1,372,407 125,987,964 434,595,224 -
2.12 Intangible assets

25,724,908 1,851,358 - 27,576,266 13,756,994 3,920,796 - 17,677,790 9,898,476 11,967,914
Computer software
22,600,521 3,124,387 - 25,724,908 10,276,943 3,480,051 - 13,756,994 11,967,914
Technical know how (product 28,447,837 19,428,250 - 47,876,087 12,494,605 6,707,506 - 19,202,111 28,673,976 15,953,232
development) 23,596,885 4,850,952 - 28,447,837 7,837,580 4,657,025 - 12,494,605 15,953,232
Total 54,172,745 21,279,608 - 75,452,353 26,251,599 10,628,302 - 36,879,901 38,572,452 27,921,146
Previous year 46,197,406 7,975,339 - 54,172,745 18,114,523 8,137,076 - 26,251,599 27,921,146 -
Previous year figures are shown in Italics
68

As at As at
31 March 2018 31 March 2017
2.13 Non-current investments

Investment in subsidiary, unquoted trade (at cost)
Agappe Diagnostics Switzerland GmbH 1,064,800 1,064,800
20 (previous year 20) equity shares of CHF 1000 each
1,064,800 1,064,800
2.14 Long-term loans and advances
Unsecured, considered good
Advances for capital goods 5,560,321 1,667,609
Security deposits 6,598,003 5,144,235
Advance tax and tax deducted at source (net of provision for income tax) 3,497,350 4,233,817
MAT credit entitlement - 5,591,558
Prepaid expenses 220,209 228,024
15,875,883 16,865,243
2.15 Other non-current assets

Balance with banks
In deposit account for margin money 887,342 303,037
887,342 303,037
2.16 Inventories
Cost or NRV which ever is lower
Raw materials 106,804,639 113,476,677
Raw materials Goods-in-transit 2,572,385 -
Work in progress 14,891,454 16,274,046
Finished goods 28,792,360 50,011,525
Stock in trade 117,301,715 85,340,712
Stock in trade Goods-in-transit 14,619,061 -
Packing materials* 27,305,830 19,180,801
Maintenance spares* 818,917 695,595
313,106,361 284,979,356
Raw materials (including goods in transit)

Reagent 71,297,622 69,695,350
Equipment 38,079,402 43,781,327
109,377,024 113,476,677
Work in progress
Reagent 14,891,454 16,274,046
Finished goods
Reagent 20,017,546 37,018,908
Equipment 8,774,814 12,992,617
28,792,360 50,011,525
Stock in trade (including goods in transit)
Reagent 1,843,377 5,443,878
Equipment 97,791,039 57,971,887
Spares 32,286,360 21,924,947
131,920,776 85,340,712
*No items individually exceeding 10% of the total value of inventory
2.17 Trade receivables

Unsecured
Trade receivables outstanding for a period exceeding six months from the date they are due for payment
Considered good 2,578,498 786,765
Considered doubtful 5,211,180 7,448,935
Other trade receivables
Considered good* 339,529,575 221,179,245
347,319,253 229,414,945
Less: provision for doubtful trade receivables (5,211,180) (7,448,935)
342,108,073 221,966,010
*includes receivable from subsidiary Rs. 42,480,701 (previous year Rs. 38,329,996)


As at As at
31 March 2018 31 March 2017
2.18 Cash and bank balances
Cash and cash equivalents
Cash on hand 84,857 61,593
Balance with banks in:
Current accounts 24,572,365 13,575,878
Exchange earners foreign currency account 16,553,329 19,706,003
Deposit accounts * 136,402,918 140,961,500
177,613,469 174,304,974
Other bank balances
Balances with banks to the extent held as margin money or security against the guarantees, other 12,822,682 9,821,212
commitments
190,436,151 184,126,186
*represents funds raised from private placement of equity shares pending to be utilised including interest accrued thereon which is reinvested
2.19 Short-term loans and advances
Prepaid expenses 19,530,886 12,567,083
Advances for supply of goods and rendering of services 17,401,207 16,284,835
Balance with government authorities 10,964,845 16,662,849
Staff advances 3,299,507 2,877,345
53,487,712 52,284,957
2.20 Other current assets
Interest accrued on fixed deposits 32,301 594,317
Accrued export incentives 2,649,500 -
2,681,801 594,317


31 March 2018 31 March 2017
2.21 Revenue from operations
Sale of products*
Own manufactured 1,088,473,570 1,006,821,540
Traded 422,237,252 303,022,706
1,510,710,822 1,309,844,246
Less: excise duty 22,639,445 96,385,352
1,488,071,377 1,213,458,894
Sale of services
Maintenance services 27,755,661 24,056,641
Revenue from operations 1,515,827,038 1,237,515,535
*Sale of products
Own manufactured
Reagents 908,462,931 823,090,652
Equipment and spares 180,010,639 183,730,888
1,088,473,570 1,006,821,540
Traded
Reagents 21,420,054 20,220,575
Equipment 400,817,198 282,802,131
422,237,252 303,022,706
2.22 Other income
Interest income on bank deposits 10,159,816 11,533,394
Net gain on account of foreign exchange fluctuations 2,536,940 7,858,342
Profit on sale of property, plant and equipments (net) 179,331 367,146
Writeback of provision for doubtful trade receivables 20,282 1,813,491
Other miscellaneous income* 10,969,858 5,277,636
23,866,227 26,850,009
Note - Other miscellaneous income includes prior period service tax credit recorded in current year Rs. 2,021,170 (previous year Rs. Nil)
2.23 Cost of material consumed
Opening stock 119,366,118 121,738,496
Purchases 341,246,846 329,240,296
Less: Closing stock (Refer Note 2 below) 116,296,613 119,366,118
344,316,351 331,612,674
Note 1 - No items individually exceeding 10% of the total value of consumption.
Note 2 - Excluding stock of materials used for research and development purposes Rs. 20,386,240 (Previous year - Rs. 13,291,360)
2.24 Purchase of stock-in-trade
Equipment 392,919,256 258,681,686
Reagents 6,501,158 11,374,039
399,420,414 270,055,725
Less: transfer to property, plant and equipment (16,717,625) (12,692,153)
382,702,789 257,363,572
2.25 Changes in inventories of finished goods, work-in-progress and
stock-in-trade
Opening stock
Finished goods 50,011,525 42,354,396
Work-in-progress 16,274,046 13,007,144
Stock-in-trade 85,340,712 79,330,311
151,626,283 134,691,851
Closing stock
Finished goods 28,792,360 50,011,525
Work-in-progress 14,891,454 16,274,046
Stock-in-trade 131,920,776 85,340,712
175,604,590 151,626,283
Net increase in inventories (23,978,307) (16,934,432)


31 March 2018 31 March 2017
2.26 Employee benefits expense
Salaries, wages and bonus 265,023,018 221,954,047
Contribution to provident and other funds 15,481,251 15,793,112
Staff welfare expense 8,060,566 6,101,479
288,564,835 243,848,638
2.27 Finance costs
Interest expense 19,329,798 22,963,098
Other borrowing cost 2,455,391 2,433,566
21,785,189 25,396,664
2.28 Depreciation and amortisation
Depreciation on property, plant and equipment 47,059,584 43,732,146
Amortisation on intangible assets 10,628,302 8,137,076
57,687,886 51,869,222
2.29 Other expenses
Communication 6,867,637 6,913,097
Freight 39,846,911 35,004,454
Insurance 4,115,217 4,516,165
Legal, professional and consultancy* 37,934,289 25,009,637
Marketing and sales promotion 43,717,893 36,279,020
Commission 30,187,425 22,954,846
Office expenses 2,961,948 2,583,343
Power and fuel 11,210,593 11,836,854
Printing and stationery 7,329,795 6,522,313
Rates and taxes 3,022,600 4,588,301
Rent 8,848,740 4,583,727
Repairs and maintenance
- Building 3,877,321 3,875,653
- Machinery 3,586,654 1,948,431
- Others 5,944,659 4,633,335
Research and development expenses 7,588,742 7,753,289
Testing expenses 2,093,859 2,623,743
Bank charges 1,955,830 1,366,858
Travelling and conveyance 80,494,594 64,813,251
Miscellaneous expenses 4,203,420 4,018,632
305,788,127 251,824,949
*Includes auditors remuneration, refer note 2.34
2.30 CSR Expenditure
- Gross amount required to be spent during the year 1,842,830 1,652,584
- Amount spent during the year on :
Construction/acquisition of an asset 1,842,376 4,726,731
On purposes other than above 209,668 203,184
2,052,044 4,929,915
2.31 Tax expenses
Current tax 49,400,000 24,551,558
MAT credit entitlement - earlier years (1,782,048) -
46,135,018 38,386,812

2.32 Commitments and contingencies
As at As at
Particulars
31 March 2018 31 March 2017
Commitments
Estimated amount of contracts remaining to be executed on capital
37,030,597 27,772,195
account (net of capital advances) and not provided for
Commitments in respect of purchase of raw material and other
264,110,089 319,947,109
expenses
Contingent liabilities
Claims against the Company not acknowledged as debts (Refer 14,900,286 12,288,670
Note 1 below)
Bonus (Refer Note 2 below) 2,716,150 2,716,150
Bank Guarantee 2,269,562 2,269,562
Notes:
1. Claims against the Company not acknowledged as debts for the year ended 31 March 2018 includes the
following litigations:
a. The Company has received excise duty demand of Rs. 2,406,899 for the period April 2010 to May 2011, on
account of inappropriate classification of the goods in the monthly return. Management believes that the
position taken by it on the matter is tenable and hence, no adjustment has been made to the financial statements.
The Company has filed an appeal against the demands received.
b. The Company has received Income Tax demand of Rs. 2,864,020 for the assessment year 2012-13, on account
of disallowance of weighted deduction under section 35 (2AB) of Income Tax Act 1961. Management believes
that the position taken by it on the matter is tenable and hence, no adjustment has been made to the financial
statements. 100% of the demand has been paid/adjusted by the department and the matter is pending before
the Income Tax Appellate Tribunal.
Further during the year 2017-18, the department issued penalty notice under section 271(1)C with respect to
above matter amounting to Rs. 2,052,650. The company filed appeal against the penalty order before the CIT-
Appeals in April 2018. However, subsequent to the year end, the Company has received a favourable order
from ITAT on 18 May 2018 with respect to this dispute.
c. The Income Tax department issued penalty notice under section 271(1)C of the Income Tax Act 1961for
furnishing in accurate particulars with regard to weighted deduction under section 35 (2AB), in the return of
income filed by the company for the FY 2013-14. The penalty amount was Rs. 13,96,790/-. The company filed
appeal against the penalty order before the Commissioner of Income Tax - Appeals in August 2017.
Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been
made to the financial statements.
d. Company has received Show Cause Notice (SCN) No. 40/2015 demanding recovery of ineligible CENVAT
of Rs. 1,977,208 in respect to commission paid to overseas subsidiary. Even though the company got
favourable order from the Additional Commissioner of Central Excise & Customs, the department filed appeal
against the order before the Commissioner of Central Excise & Customs (Appeals). Since there are similar
settled judgements available in favour of the company, no adjustment has been made to the financial
statements.
e. Company has received Show Cause Notice (SCN) No. 10/2016-CE demanding recovery of ineligible
CENVAT Credit in respect of the goods returned by the customers. The total amount of credit availed during
May 2014 to February 2016 was Rs. 288, 905 which was the demand in the SCN. Even though the company
got a favourable order from the Assistant Commissioner of Central Excise & Customs, the department filed
appeal before the Commissioner (Appeals) against that order. Since there are similar settled judgements
available in favour of the company, no adjustment has been made to the financial statements.
f. The Company has received order under section 7A of Provident Fund and Miscellaneous Provision Act, 1952
demanding Rs. 3,913,814 for the period of April 2006 to April 2011 and May 2011 to July 2012. Management
believes that the position taken by it on the matter is tenable and hence, no adjustment has been made to the
financial statements. Management have received a legal opinion in this regard. Company has filed appeal
before Employees Provident Fund Appellate Tribunal.

2.32 Commitments and contingencies (continued)
2. Employee bonus refers to bonus payable to employees for the amount of Rs. 2,716,150 as per Payment of
Bonus (Amendment) Act 2015 vis-à-vis retrospective application from 1 April 2014 to 31 March 2015.
Company has relied on stay petition granted by the Honorable High Court of Kerala and Honorable High
Court Madras against retrospective application of Payment of Bonus (Amendment) Act 2015 from 1 April
2014. Pending disposal of the case, no provision has been made in the books of accounts.

Particulars
31 March 2018 31 March 2017
Net profit attributable to equity share holders 114,639,333 76,067,530
Weighted average number of equity shares of Rs. 10 each 6,129,904 6,129,904
Earnings per equity share of face value Rs. 10 each 18.70 12.41
The Company has no potentially dilutive equity shares as at the year-end.
2.34 Auditor’s remuneration (included in legal and professional fees, excluding service tax)
Particulars 31 March 2018 31 March 2017
Statutory audit 1,000,000 950,000
Taxation matters 310,885
Other services 782,770 150,000
Total 2,093,655 1,100,000
2.35 Expenditure in foreign currency
Particulars Year ended Year ended

31 March 2018 31 March 2017
Sales commission 18,820,779 11,600,897
Others 3,250,685 833,139
Total 36,745,636 23,286,792
2.36 Earnings in foreign currency

FOB value of export of goods 234,929,300 191,316,834
2.37 Value of imports on CIF basis

Raw materials, packing materials, components and spares 151,555,143 150,157,997
Traded goods 348,866,339 223,512,984
Capital goods 2,689,015 8,210,392
Total 503,110,497 381,881,373

2.38 Consumption of imported and indigenous raw materials, packing materials and stores and spares
Particulars
31 March 2018 31 March 2017
% Value (Rs) % Value (Rs)
Raw materials and packing materials
Imported 49 167,939,714 53 174,127,294
Indigenous 51 176,376,637 47 157,485,380
Total 344,316,351 331,612,674
2.39 Employee Benefits

(a) Gratuity
The following tables set out the status of the gratuity plan as required under Accounting Standard-15.
Reconciliation of the projected benefit obligation
Particulars As at/year ended As at/year ended
31 March 2018 31 March 2017
Obligations at the beginning of the year 18,433,493 13,784,266
Service cost 2,365,995 1,714,978
Interest cost 1,257,164 1,082,065
Actuarial loss / past service cost 327,226 2,814,665
Benefits paid (1,231,270) (962,481)
Obligations at the end of the year 21,152,608 18,433,493
Change in plan assets
Plans assets at beginning of the year, at fair value 15,844,776 14,351,457
Expected return on plan assets 1,080,614 1,126,589
Actuarial loss / (gain) 109,545 61,748
Contributions 2,516,088 1,267,463
Benefits paid (1,231,270) (962,481))
Plans assets at the end of the year, at fair value 18,319,753 15,844,776
Reconciliation of present value of the obligation and the
fair value of the plan assets:
Fair value of plan assets at the end of the year 18,319,753 15,844,776
Present value of the defined benefit obligations at the end of
21,152,608 18,433,493
the year
Asset/(liability) recognized in the balance sheet (2,832,855) (2,588,717)
Gratuity cost for the year ended
Service cost 2,365,995 1,714,978
Interest cost 176,550 (44,524)
Benefit paid directly by employer - 382,992
Past service cost-vested benefit recognized during the period 711,111 -
Actuarial loss/ (gain) (493,430) 2,752,917
Net gratuity cost 2,760,226 4,806,363
As at/year ended As at/year ended

Assumptions:
31 March 2018 31 March 2017
Discount rate 7.71% 6.82%
Expected rate of return on plan assets 7.71% 6.82%
Salary increment 6% 6%
Retirement age 60 years 60 years
Attrition – for employees with service of 5 years and more 5% 5%
Attrition – for employees with service of less than 5 years 25% 25%
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market.

2.39 Employee Benefits (continued)
(a) Gratuity (continued)
Details of experience adjustments – gratuity
As at 31 March
Particulars
2018 2017 2016 2015 2014
Defined benefit
21,152,608 18,433,493 13,784,266 11,435,754 8,744,462
obligation
Plan assets 18,319,753 15,844,776 14,351,457 11,941,493 8,609,897
Surplus/(deficit) (2,832,855) (2,588,717) 567,191 505,739 (134,565)
Experience adjustment
1,518,608 1,032,763 44,968 235,221 114,045
on plan liabilities
Experience adjustment
109,545 61,748 918,273 749,061 159,897
on plan assets
(b) Compensated absences
Assumptions: 31-Mar-18 31-Mar-17
Discount Rate 7.71% 6.82%
Expected rate of salary increase 6% 6%
Maximum accumulation of leave 30 days 30 days
The estimates of future salary increases, considered in actuarial valuation, take into account inflation,
seniority, promotion and other relevant factors such as supply and demand factors in the employment market.
2.40 Leases
The Company is obligated under non-cancellable operating leases for its premises and computers. Total
rental expenses under such leases amounted to Rs. 5,050,745 (previous year: Rs 4,360,427). Future minimum
lease payments due under non-cancellable operating leases are as follows:
Particulars As at As at
31 March 2018 31 March 2017
Not later than one year 4,310,458 1,486,272
Later than one year but not later than five years 2,320,293 -
Later than five years - -
The Company is obligated under cancellable operating leases for office and residential space. Total rental
expense under cancellable operating leases during the year was Rs. 3,797,995 (Previous year: Rs. 223,300).
2.41 Related parties

1. Names of related parties and description of relationship:
Particulars Name of the parties
Wholly owned subsidiary company Agappe Diagnostics Switzerland GmbH
Key management personnel
Managing Director Thomas John
Whole time Directors Meena Thomas

Mary Baby Meleth
Sangeeta Joseph
Dr. D M Vasudevan
Relatives of Key Managerial Personnel M. Y Yohannan (Father of Managing Director)

Alice Yohannan (Mother of Managing Director)
Joseph John (Brother of Managing Director)

2.41 Related parties (continued)
2. Related party transactions:
The Company has entered into the following transactions with related parties during the year ended
31 March 2018.
Outstanding balance
Volume of transactions
[receivable / (payable)]
Description
Sl. Name of related
of the
No. party Year ended Year ended As at As at
transaction
31 March 2018 31 March 2017 31 March 2018 31 March 2017
(i) Agappe
Diagnostics Sales 125,376,890 119,475,369 42,480,701 38,329,996
Switzerland Commission 11,386,918 11,061,733 (2,381,446) (2,179,643)
GmbH expense
(ii) Thomas John Remuneration 5,612,072* 5,402,772*
Dividend 4,356,024 1,452,008
Rent 45,000 60,000 (5,000)
-
(iii) Meena Thomas Remuneration 2,539,052* 2,460,372* - -
Dividend 823,974 274,658
(iv) D M Vasudevan Remuneration 1,531,555* 1,450,020* - -
(v) M.Y. Yohannan Dividend 3,586,923 1,195,641 - -

(vi) Joseph John Dividend 4,010,022 1,336,674 - -
(vii) Key managerial Remuneration 1,909,160* 2,983,420* - -
personnel Dividend 1,619,976 539,992
(Others)
(viii) Relatives of key Dividend 103,974 34,658 - -
managerial
personnel
(Others)
*The aforesaid amount does not include provision for gratuity as the same is determined for the Company as a
whole based on an actuarial valuation.
**Dividend is on payment basis.
2.42 Segment reporting

Based on the guiding principles given in Accounting Standard (AS) 17 on ‘Segment Reporting’, the Company’s
primary reporting segment is business segment comprising (i) Reagents and (ii) Equipment and others.
Secondary segmental reporting is based on the location of customers. All other of the Company are located in
India.
The accounting principles consistently used in the preparation of the financial statements are consistently
applied to record income and expenditure in individual segments. These are set out in the note on
significant accounting policies
i. Segment revenue and expenses:
Segment revenue and expenses are categorised based on items that are directly identifiable to that
segment. It does not include interest income, interest expense and income tax.
ii. Segment assets and liabilities:
Segment assets include all operating assets used by the segment and consist principally of trade
receivables, other current assets and loans and advances (excluding advance tax). Segment liabilities
include trade payables, creditors for expenses and other operating liabilities and provisions
(excluding provision for tax).

2.42 Segment reporting (continued)

iii. Unallocated expenses, assets and liabilities:
Certain expenses, assets and liabilities are not specifically allocable to individual segments as the
underlying services are used interchangeably. The Company believes that it is not practicable to
provide segment disclosures relating to such expenses, assets and liabilities and accordingly such
expenses, assets and liabilities are separately disclosed as ‘unallocated’.
Segment information as at and for the year ended 31 March 2018

Primary business segments
Particulars Reagents Equipments Unallocated Total
Segment revenue 910,134,195 605,692,843 - 1,515,827,038

(765,079,611) (472,435,924) (-) (1,237,515,535)
Segment result 599,634,812 66,385,882 - 666,020,694
(502,223,225) (52,561,524) (-) (554,784,749)
Unallocated - - 471,424,684 471,424,684
expenses (-) (-) (415,311,194) (415,311,194)
Other income, - - 13,706,411 13,706,411
excluding interest (-) (-) (15,316,615) (15,316,615)
income
Interest income - - 10,159,816 10,159,816
(-) (-) (11,533,394) (11,533,394)
Depreciation and 34,263,270 9,292,884 14,131,732 57,687,886
amortization (32,526,417) (5,989,786) (13,353,019) (51,869,222)
Profit before taxes 160,774,351
(114,454,342)
Current tax - - 47,659,849 47,659,849
(-) (-) (18,775,853) (18,775,853)
Deferred tax - - 1,524,831 1,524,831
(-) (-) (19,610,959) (19,610,959)
Profit after taxes 114,639,333
(76,067,530)
Segment assets 637,332,903 489,021,715 342,476,816 1,468,831,434
(633,405,078) (337,582,752) (309,139,776) (1,280,127,606)
Segment liabilities 78,584,974 128,504,361 349,987,365 557,076,700
(96,545,177) (41,773,872) (344,693,156) (483,012,205)
Capital expenditure 27,454,206 50,185,552 13,673,790 91,313,548
during the year (29,610,891) (23,060,866) (6,299,238) (58,970,995)
including capital
work in progress
and intangible
under development
Comparative figures for the year ended 31 March 2017 are indicated in brackets.


Secondary segment information
Revenues Year ended Year ended
31 March 2018 31 March 2017
India 1,262,468,549 1,030,861,215
Rest of the world 253,358,489 206,654,320
1,515,827,038 1,237,515,535
Trade receivables As at As at
31 March 2018 31 March 2017
India 280,174,682 178,415,153
Rest of the world 61,933,391 43,550,857
342,108,073 221,966,010
Capital expenditure including CWIP As at As at

31 March 2018 31 March 2017
India 91,313,548 58,970,995
Rest of the world - -
91,313,548 58,970,995
2.43 Unhedged foreign currency exposure

(a) As at 31 March 2018 and 31 March 2017, the Company had no outstanding forward contracts.
(b) Particulars of un-hedged foreign currency exposure as at 31 March 2018:
Currency Un-hedged payables* Un-hedged receivables**
Foreign Foreign
Rs Rs
currency currency
EUR and Rs. Equivalent 513,021 41,452,093 10,924 882,439
(56,228) (3,893,682) (11,257) (779,526)
JPY and Rs. Equivalent 30,800,000 18,948,160 - -
(29,450,000) (17,081,000) - -
USD and Rs: Equivalent 1,227,023 79,980,414 821,741 53,554,890
(1,062,943) (68,919,538) (688,332) (44,630,492)
BDT and Rs: Equivalent - - - -
(8,710) (7,055) - -
EGP and Rs: Equivalent - - - -
(35,972) (129,859) - -
GBP and Rs: Equivalent 4,300 396,503 - -
(21,274) (1,720,635) - -
IDR and Rs: Equivalent - - - -
(7,967,742) (38,795) - -
KES and Rs: Equivalent - - - -
(109,138) (68,757) - -
LKR and Rs: Equivalent - - - -
(76,613) (32,665) - -
NPR and Rs: Equivalent - - - -
(182,924) (114,194) - -
PHP and Rs: Equivalent - - - -
(150,000) (193,808) - -
*Un-hedged payables include trade payables and borrowings from the bank towards buyer’s credit account.
** Un-hedged receivables include trade receivables.


2.44 Donation paid to political parties
Particulars For the year ended For the year ended
31 March 2018 31 March 2017
Communist Party of India (Marxist) 172,000 292,000
DYFI - 25,000
Indian National Congress 67,000 60,000
Bharatiya Janata Party 20,000 175,000
Others 8,500
27,500
Total 267,500 579,500
2.45 Research and development expenditure

31 March 2018 31 March 2017
Expenditure at Department of Scientific and Industrial Research (DSIR) approved R&D centres
(eligible for weighted deduction)
Capital expenditure 17,591,260 23,269,378
Revenue expenditure 24,010,989 25,628,408
Total 41,602,249 48,897,786
2.46 Provision for warranty

31 March 2018 31 March 2017
Opening balance 2,400,000 -
Charge for the year 4,500,000 2,400,000
Amount utilised 2,400,000 -
Closing balance 4,500,000 2,400,000
Provision for warranty is estimated by the management on the basis of technical evaluation and past
experience. Provision is made for estimated liability in respect of warranty costs in the year of sale of
goods. These provisions are expected to be utilised within a period of one year.
2.47 Disclosure On Specified Bank Notes (SBNs)
During the previous year, the Company had specified bank notes or other denomination note as
defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified
Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30
2016, the denomination wise SBNs and other notes as per the notification is given below:
Other
Particulars SBNs* denomination Total
notes
Closing cash in hand as on November 8, 2016 12,000 9,221 21,221
(+) Permitted receipts - 184,853 184,853
(-) Permitted payments - 168,034 168,034
(-) Amount deposited in Banks 12,000 - 12,000
Closing cash in hand as on December 30, 2016 NIL 26,040 26,040
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided
in the notification of the Government of India, in the Ministry of Finance, Department of Economic
Affairs number S.O. 3407(E), dated the 8th November, 2016.


2.48 Proposed dividend

The board of directors have proposed a dividend of Rs. 4 per equity share totaling to Rs. 24,519,616 in
their meeting held on 28 June 2018.
Previous year’s proposed dividend and dividend distribution tax thereon have been reversed during the
year into the surplus in statement of profit and loss account, considering the fact that the same is not an
adjusting event. Further, the actual payment of this dividend and tax there on, has been shown as reduction
from the surplus in statement of profit and loss of the current year.
2.49 The Company has established a comprehensive system of maintenance of information and documents as
required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since the
law requires existence of such information and documentation to be contemporaneous in nature, the
Company is in the process of updating this information. The Company is required to update and put in
place information latest by the due date for filling of its income tax return. Management is of the opinion
that its international transactions are at arm's length so that the aforesaid update will not have any impact
on the financial statements
2.50 Previous year’s figure have been regrouped and reclassified, wherever necessary to confirm to current
year’s presentation.

Firm’s registration number: 116231W/W-100024 CIN: U24239MH1998PLC115413

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018

7KLVSDJHKDVEHHQLQWHQWLRQDOO\OHIWEODQN
Consolidated
Financial
Statements
Independent Auditors' Report

Annexure to Independent Auditors' Report
Consolidated Balance Sheet
Consolidated Statement of Profit & Loss
Consolidated Cash Flow Statement
Notes to Consolidated Financial Statements

Independent Auditors’ Report on the Consolidated Financial Statements

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Agappe Diagnostics Limited
(“the Holding Company”) and its subsidiary, Agappe Diagnostics Switzerland GmbH (“the subsidiary’)
(the Holding Company and its subsidiary together referred to as “the Group”), comprising of the
consolidated balance sheet as at 31 March 2018, the consolidated statement of profit and loss, the
consolidated cash flow statement for the year then ended, and a summary of the significant accounting
policies and other explanatory information (hereinafter referred to as “the consolidated financial
statements”).
Management’s Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated
financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as
“the Act”) that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and
consolidated cash flows of the Group in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014.
The respective Board of Directors of the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the consolidated financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the consolidated financial statements by the Directors of the
Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies
included in the Group are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and
auditing standards and matters which are required to be included in the audit report under the provisions
of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free from
material misstatement.


Independent Auditors’ Report on the Consolidated Financial Statements (continued)
Auditor’s Responsibility (continued)

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the consolidated financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Holding Company's preparation of the consolidated financial statements that give
a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness of
the accounting estimates made, as well as evaluating the overall presentation of the consolidated financial
statements.
We are also responsible to conclude on the appropriateness of management’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the ability of Group to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the
auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause Group to cease to
continue as a going concern.
We believe that the audit evidence obtained by is sufficient and appropriate to provide a basis for our
audit opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the consolidated state of affairs of the Group as at 31 March 2018, and their consolidated
profit and consolidated cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements;
(b) in our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept by the Company so far as it appears
from our examination of those books;
(c) the consolidated balance sheet, the consolidated statement of profit and loss and the
consolidated cash flow statement dealt with by this Report are in agreement with the books of
account maintained for the purpose of preparation of the consolidated financial statements;


Independent Auditors’ Report on the Consolidated Financial Statements (continued)
Report on Other Legal and Regulatory Requirements (continued)
(d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors of the Holding Company
as on 31 March 2018 taken on record by the Board of Directors of the Holding Company,
none of the directors of the Holding Company is disqualified as on 31 March 2018 from
being appointed as a Director in terms of Section 164(2) of the Act;
(f) with respect to the adequacy of the internal financial controls with reference to financial
statements of the Group and the operating effectiveness of such controls, refer to our separate
report in “Annexure A”; and
(g) with respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
i. the consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group – Refer Note 2.31 to the consolidated financial
statements;
ii. the Group did not have any material foreseeable losses on long-term contracts including
derivative contracts during the year ended 31 March 2018.
iii. there are no amounts which are required to be transferred to the Investor Education and
Protection Fund by the Holding Company during the year ended 31 March 2018.
iv. the disclosures in the consolidated financial statements regarding holdings as well as
dealings in specified bank notes during the period from 8 November 2016 to 30 December
2016 have not been made since they do not pertain to the financial year ended 31 March
2018. However amounts as appearing in the audited consolidated financial statements for
the period ended 31 March 2017 have been disclosed.

Baby Paul
Partner
Membership No.: 218255
Kochi
28 June 2018


Annexure - A to the Independent Auditors’ Report on the Consolidated Financial Statements
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (‘the Act’)
In conjunction with our audit of the consolidated financial statements of the Group as of and for the year
ended 31 March 2018, we have audited the internal financial controls with reference to financial
statements of Agappe Diagnostics Limited (“the Holding Company”) as of that date. The Group does not
have any subsidiaries incorporated in India.
Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Holding Company is responsible for establishing and maintaining internal
financial controls based on the internal control with reference to financial statements criteria established
by the Holding Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to 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 information, as
required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Holding Company's internal financial controls with
reference to financial statements based on our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”)
and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10)
of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls with reference to
financial statements was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls with reference to financial statements and their operating effectiveness. Our audit of
internal financial controls with reference to financial statements included obtaining an understanding
of internal financial controls with reference to financial statements, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
our audit opinion on the Holding Company’s internal financial controls with reference to financial
statements.


Annexure - A to the Independent Auditors’ Report on the Consolidated Financial
Statements (continued)
Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial control with reference to financial statements includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of the company's assets that could have a
material effect on the consolidated financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation
of the internal financial controls with reference to financial statements to future periods are subject to
the risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Opinion
In our opinion, the Holding Company has, in all material respects, an adequate internal financial controls
with reference to financial statements and such internal financial controls with reference to financial
statements were operating effectively as at 31 March 2018, based on the internal control with reference
to financial statements criteria established by the Holding Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the ICAI.

Baby Paul
Partner
Membership No.: 218255
Kochi
28 June 2018

Consolidated balance sheet as at 31 March 2018
As at As at
Notes
31 March 2018 31 March 2017
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 2.1 61,299,040 61,299,040
Reserves and surplus 2.2 821,733,589 706,843,949
883,032,629 768,142,989
Non-current liabilities
Long-term borrowings 2.3 30,171,097 51,471,097
Deferred tax liabilities, net 2.4 25,760,381 27,285,211
Other long term liabilities 2.5 13,075,641 9,708,412
Long-term provisions 2.6 6,809,429 6,165,788
75,816,548 94,630,508
Current liabilities
Short-term borrowings 2.7 207,728,846 190,748,785
Trade payables 2.8
Total outstanding dues of micro enterprises and small enterprises 4,487,447 1,958,819
Total outstanding dues of creditors other than micro enterprises and 144,265,453 56,416,930
small enterprises
Other current liabilities 2.9 107,102,496 112,959,051
Short-term provisions 2.10 16,017,933 25,270,354
479,602,175 387,353,939
1,438,451,352 1,250,127,436
ASSETS
Non-current assets
Property, plant and equipment 2.11 424,710,159 434,595,224
Intangible assets 2.12 A 38,572,452 27,921,146
Capital work-in-progress 14,731,758 423,280
Intangible assets under development 71,168,942 55,004,050
Goodwill on consolidation 2.12 B 2,262,420 2,262,420
Long-term loans and advances 2.13 16,355,776 17,321,553
Other non-current assets 2.14 887,342 303,037
568,688,849 537,830,710
Current assets
Inventories 2.15 313,106,361 284,979,356
Trade receivables 2.16 301,734,500 184,686,765
Cash and bank balances 2.17 198,720,871 189,751,331
Short-term loans and advances 2.18 53,518,970 52,284,957
Other current assets 2.19 2,681,801 594,317
869,762,503 712,296,726
1,438,451,352 1,250,127,436
The notes referred to above form an integral part of the consolidated balance sheet

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018

Consolidated statement of profit and loss for the year ended 31 March 2018
Notes
31 March 2018 31 March 2017
Revenue from operations 2.20
Sales (net of sales returns) 1,510,710,822 1,309,844,246
Less: excise duty 22,639,445 96,385,352
Net sales 1,488,071,377 1,213,458,894
Service income 2.20 27,755,661 24,056,641
Other income 2.21 23,499,559 27,511,097
Total revenue 1,539,326,597 1,265,026,632
Expenses
Cost of material consumed 2.22 344,316,351 331,612,674
Purchase of stock-in-trade 2.23 382,702,789 257,363,572
Changes in inventories of finished goods, work-in-progress and stock-in-trade 2.24 (23,978,307) (16,934,432)
Employee benefits expense 2.25 295,480,947 250,512,429
Finance cost 2.26 21,785,189 25,396,664
Depreciation and amortisation 2.27 57,687,886 51,869,222
Other expenses 2.28 298,255,040 246,460,928
CSR expenditure 2.29 2,052,044 4,929,915
Total expenses 1,378,301,939 1,151,210,972
Tax expenses 2.30
Provision for tax:
Current tax 49,400,000 24,551,558
Current tax - earlier years 41,897 (184,147)
Deferred tax charge/(benefi)t - earlier years - 4,624,982
Profit after taxes 114,889,640 75,428,848
Earnings per share (equity share of face value of Rs.10 each) 2.32
Basic and diluted 18.74 12.31
The notes referred to above form an integral part of the consolidated statement of profit and loss

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018


Consolidated cash flow statement for the year ended 31 March 2018
31 March 2018 31 March 2017
Cash flows from operating activities
Adjustments for
Unrealised foreign exchange loss 185,146 (1,978,875)
Finance costs 21,785,189 25,396,664
Interest income (10,159,816) (11,533,394)
Profit on sale of property, plant and equipment (net) (179,331) (367,146)
Writeback of provision for doubtful trade receivables (20,282) (1,813,491)
Depreciation and amortisation 57,687,886 51,869,222
Operating cash flow before working capital changes 230,323,450 175,388,640
Increase in trade receivables (115,674,116) (23,008,494)

Increase in inventories (28,127,005) (20,448,760)
(Increase)/ decrease in loans and advances and other assets (5,353,053) 8,920,588
(Increase) / decrease in margin money deposits (3,585,775) 5,754,164
Increase/ (decrease) in trade payables, other liabilities and provisions 93,335,394 (10,055,462)
Net cash generated from operating activities before taxes 170,918,895 136,550,676
Income taxes paid (net) (30,629,267) (23,025,187)

Net cash generated from operating activities (A) 140,289,628 113,525,489
Cash flows from investing activities

Interest received 10,721,832 11,726,667
Purchase of property, plant and equipment and intangible assets (89,001,188) (69,887,548)
Proceeds from sale of property, plant and equipment 2,565,383 1,818,423
Net cash used in investing activities (B) (75,713,973) (56,342,458)
Cash flows from financing activities

Interest paid (including borrowing cost capitalised) (22,458,027) (25,792,693)
Repayment of long term borrowings (31,201,987) (40,708,745)
Short term borrowings availed/ (repaid), net 17,142,097 14,934,963
Dividend paid including tax there on (22,133,425) (7,377,808)
Net cash used in financing activities ( C ) (58,651,342) (58,944,283)
Net (decrease) / increase in cash and cash equivalents (A+B+C) 5,924,313 (1,761,252)
Cash and cash equivalents at the beginning of the year 179,930,119 181,939,340
Unrealised exchange difference on cash and cash equivalents 43,757 (247,969)
Cash and cash equivalents at the end of the year 185,898,189 179,930,119
(refer to note 2.17 - Cash and bank balances)
The notes referred to above form an integral part of the consolidated cash flow statement
As per our report of even date attached.

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018


Notes to the consolidated financial statements
1. Significant accounting policies

1.1 Background
Agappe Diagnostics Limited (‘the Company’/ ‘the Holding Company’) was incorporated in 18 June 1998
as a Public Limited Company. The Company is engaged in the business of development, manufacture,
sale and distribution of in-vitro diagnostic reagents and equipment and rendering of maintenance
services. The Company has a wholly owned subsidiary, Agappe Diagnostics Switzerland GmbH (‘the
subsidiary’), a company registered at Switzerland engaged in business of laboratory equipments and
diagnostics. The consolidated financial statements of the Company as at and for the year ended 31 March
2018 comprise the Company and its subsidiary (collectively referred to as the ‘Group’ and individually
as ‘Group entity’).
1.2 Basis of accounting and preparation of financial statements

The consolidated financial statements are prepared in accordance with Indian Generally Accepted
Accounting Principles (GAAP) under the historic cost convention on the accrual basis. GAAP comprises
mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’)
read with Rule 7 of the Companies (Accounts) Rules, 2014. Accounting policies have been consistently
applied except where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use. All amounts included in
the financial statements are reported in Indian rupees, except share and per share data, and have been
rounded off to nearest rupee.
1.3 Use of estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported balances of assets and liabilities and
disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts
of income and expenses during the period. Examples of such estimates include provisions for doubtful
debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer
support and the useful lives of property, plant and equipments and intangible assets.
Accounting estimates could change from period to period. Actual results could differ from those
estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in
circumstances surrounding the estimates. Changes in estimates are reflected in the consolidated financial
statements in the period in which changes are made and, if material, their effects are disclosed in the
notes to the consolidated financial statements.
1.4 Principles of consolidation
The consolidated financial statements include the financial statements of the Holding Company and its
subsidiary in which the parent company has more than one-half of the voting power of an enterprise or
where the parent company controls the composition of the board of directors or its governing body.
(i) The financial statements of the parent company and the subsidiary have been combined on a line-
by-line basis by adding together the book values of like items of assets, liabilities, income and
expenses after eliminating intragroup balances / transactions and resulting unrealised profits /
losses in full in accordance with Accounting Standard (AS) 21 - “Consolidated Financial
Statements” ('AS 21'). The amounts shown in respect of reserves comprise the amount of the
relevant reserves as per the balance sheet of the parent company and its share in the post-
acquisition increase in the relevant reserves of the subsidiaries.


Notes to the consolidated financial statements (continued)
1.4 Principles of consolidation (continued)
(ii) The excess / deficit of cost to the Holding company of its investment in the subsidiary over its
portion of equity at the respective dates on which investment in such entities were made is
recognized in the financial statements as goodwill / capital reserve. The holding company’s
portion of equity in such entities is determined on the basis of the book values of assets and
liabilities as per the financial statements of such entities as on the date of investment and if not
available, the financial statements for the immediately preceding period are adjusted for the
effects of significant transactions, up to the date of investment.
(iii) The consolidated financial statements are presented, to the extent possible, in the same format as
that adopted by the holding company for its separate standalone financial statements.
(iv) The consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances.
The consolidated financial statements include the results of the subsidiaries as listed below:
Net assets (Total assets – Share in profit or loss

Total liabilities)
Name of entity As a % of Amount As a % of Amount
consolidated (Rs.) consolidated (Rs.)
net assets profit or loss
Parent Company
Agappe Diagnostics Limited 98.85 883,032,623 99.78 114,639,331
Subsidiary
Agappe Diagnostics Switzerland
1.15 10,179,526 0.22 250,303
GmbH
1.5 Revenue recognition

Revenue from sale of products (including sale of scrap) is recognised on transfer of all significant risks
and rewards of ownership to the buyer. The amount recognised as sale is exclusive of sales tax, discounts
and sales returns. Revenue from sale of products is presented both gross and net of excise duty.
Revenue from maintenance contracts i.e. service income, is recognized over the period of the contract,
on a straight-line basis.
‘Deferred income’ included in current liabilities represents billings in excess of revenues recognised.
Interest on deployment of surplus funds is recognised using the time proportionate method, based on the
transactional interest rates.


1.6 Property, plant and equipment and capital work in progress
Property, plant and equipment are stated at cost of acquisition or construction less accumulated
depreciation and impairment if any. Cost comprises the purchase price and other directly attributable
costs of bringing the asset to its working condition for its intended use.
Borrowing costs directly attributable to the acquisition, construction or production of those fixed assets
that necessarily take a substantial period to get ready for their intended use, are capitalized. Other
borrowing costs are accounted as an expense in statement of profit and loss.
Capital work-in progress comprises of the cost of fixed assets that are not yet ready for their intended use
as at the balance sheet date.
1.7 Intangible assets and amortisation
Acquired intangible assets
Intangible assets that are acquired by the company are measured initially at cost. After initial recognition,
intangible assets are carried at its cost less any accumulated amortisation and any accumulated
impairment loss. Subsequent expenditure is capitalised only when it increases the future economic
benefits from the specific asset to which it relates.
Internally generated intangible assets
The cost of internally generated intangible assets arising from development comprises all expenditure
that can be directly attributed or allocated on a reasonable and consistent basis, to creating, producing
and making the asset ready for its intended use.
Expenditure on research (or on the research phase of an internal project) is recognized as an expense as
and when they are incurred.
Intangibles under development comprises of the cost of intangible assets including bought out technical
knowhow that are not yet ready for their intended use as at the balance sheet date
Amortisation
Intangible assets are amortised in the statement of profit and loss over their estimated useful lives, from
the date that they are available for use based on the expected pattern of consumption of economic benefits
of the asset. Accordingly, at present, these are being amortised on straight line basis. Such intangible
assets and intangible assets that are not yet available for use are tested annually for impairment. The
company amortises its intangible over a period 5 – 10 years as appropriately identified for specific
intangible assets.
Assets Useful lives (years)
Computer software 6
Technical know how and License Fees 5-10
1.8 Depreciation
Depreciation on property, plant and equipment is provided on the straight-line method over the useful
lives of assets estimated by the Management. Residual value, being insignificant, is considered as Re. 1
while calculating depreciable value. Depreciation for the assets purchased/sold during a period is
proportionately charged.


1.8 Depreciation (continued)
Leasehold land and improvements are amortised on a straight line basis over the period of lease or
estimated useful life, whichever is shorter.
The management estimates the useful lives for the property, plant and equipment as under:
Class of assets Years
Office buildings 60
Factory buildings 30
Plant and equipment* 2-15
Electrical fixtures 10
Vehicles 8
Office equipment 5
Servers and network equipment 6
Computers 3
Furniture and fixtures 10
* For the above mentioned class of assets, the Company believes that the useful lives as given above best
represent the useful lives of assets based on an internal assessment and supported by technical advice,
where necessary, which is different from the useful lives as prescribed under Part C of Schedule II of the
Companies Act 2013.
1.9 Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset forming
part of its cash generating units may be impaired. If any such indications exist, the Company estimates
the recoverable amount of the asset or the group of assets comprising, a cash generating unit. For an asset
or a group of assets that does not generate largely independent cash flows, the recoverable amount is
determined for the cash generating unit to which the asset belongs. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the assets belongs is less than the
carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is
the greater of the assets net selling price and value in use. In assessing the value in use, the estimated
future cash flows are discounted to their present value at the weighted average cost of capital. The
reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the
balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at the recoverable amount. An impairment
loss is reversed only to the extent that the carrying amount of the asset does not exceed the book value
that would have been determined; if no impairment loss has been recognized.
1.10 Inventories
Inventories are carried at the lower of cost and net realizable value. Cost comprises purchase price, cost
of conversion and other costs incurred in bringing the inventory to its present location and condition.
The cost is calculated on specific identification basis. Production overheads used for the valuation of
finished goods are allocated on the basis of normal capacity of production facilities.
The comparison of cost and net realisable value of inventory is made on an item by item basis. The net
realisable value of work in progress is determined with reference to the selling prices of related finished
goods. Raw materials and other supplies held for use in production of inventories are not written down
below cost except in cases where material prices have declined and it is estimated that the cost of the
finished goods will exceed their net realisable value.
The provision for inventory obsolescence is assessed annually and is provided as considered necessary.



1.11 Foreign currency transactions
Foreign exchange transactions are recorded using the exchange rates prevailing on the dates of the
respective transactions. Exchange differences arising on foreign exchange transactions settled during
the year are recognised in the statement of profit and loss for the year.
Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are
translated at the closing exchange rates on that date and the resultant exchange differences are recognised
in the statement of profit and loss. Non-monetary items, which are carried in terms of historical cost
denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.
Integral foreign operation
The financial statements of the foreign integral subsidiary is translated into Indian rupees as follows:
x Items of income and expenditure are translated at the average rates;
x Monetary items are translated using the closing rate;
x Non-monetary items are translated using the actual rate on the date of transaction; and
x The net exchange difference resulting from the translation of items in the financial statements of
foreign integral operations is recognised as income or as expense for the year.
1.12 Employee benefits
Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified
as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The
undiscounted amount of short-term employee benefits to be paid in exchange for employee services is
recognised as an expense as the related service is rendered by employees.
Post-employment benefits
Defined contribution plans
Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made
monthly at predetermined rates to the appropriate authorities and charged to the statement of profit and
loss on an accrual basis. There are no other obligations other than the contribution payable to the
respective fund.
Defined benefit plans
Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date,
carried out by an independent actuary. The present value of the obligation under such defined benefit
plan is determined based on an actuarial valuation using the projected unit credit method, which
recognizes each period of service as giving rise to additional units of employee benefit entitlement and
measures each unit separately to build up the final obligation.
Compensated absences
The employees can carry-forward a portion of the unutilized accrued compensated absences and utilise
it in future service periods or receive cash compensation. The Company records an obligation for such
compensated absences in the period in which the employee renders the services that increase this
entitlement. The obligation is measured on the basis of independent actuarial valuation using the
projected unit credit method.


1.13 Income taxes
The current income tax charge is determined in accordance with the relevant tax regulations applicable
to the Company in India. Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which
gives future economic benefits in the form of adjustment to future income tax liability, is considered as
an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly,
MAT is recognised as an asset in the balance sheet when it is highly probable that future economic benefit
associated with it will flow to the Company.
Deferred tax charge or credit is recognised for the future tax consequences attributable to timing
difference that result between the profit offered for income taxes and the profit as per the financial
statements. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are
recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be
realised in future; however, when there is a brought forward loss or unabsorbed depreciation under
taxation laws, deferred tax assets are recognised only if there is virtual certainty of realization of such
assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to
reflect the amount that is reasonably/virtually certain to be realised.
The Company offsets, on a year on year basis, the current tax assets and liabilities, where it has a legally
enforceable right and where it intends to settle such assets and liabilities on a net basis.
The basic and diluted earnings per share (EPS) is computed by dividing the net profit after tax for the
year attributable to equity shareholders by the weighted average number of equity shares outstanding
during the year.
The number of shares used in computing diluted earnings per share comprises the weighted average
number of shares considered for deriving basic earnings per share and also the weighted average number
of equity shares that could have been issued on the conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the period unless issued at
a later date. In computing dilutive earnings per share, only potential equity shares that are dilutive, i.e.
which reduces earnings per share or increases loss per share are included.
1.15 Leases
Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the
leased item, are classified as operating leases. Operating lease payments are recognised as an expense in
the statement of profit and loss on a straight-line basis over the lease term.
1.16 Provisions and contingencies
The Company recognises a provision when there is a present obligation as a result of a past event that
probably requires an outflow of resources and a reliable estimate can be made of the amount of the
obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When the likelihood of
outflow of resources, in case of a possible obligation or a present obligation is remote, no provision or
disclosure is made.
Warranty costs are estimated on the basis of technical evaluation and past experience. Provision is made
for estimated liability in respect of warranty costs in the year of sale of goods. Provision for onerous
contracts i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract
exceed the economic benefits expected to be received under it, are recognised when it is possible that an
outflow of resources embodying economic benefits will be required to settle a present obligation as a
result of an obligating event, based on a reliable estimate of such obligation.


1.17 Cash flow statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and items of income or expenses associated with investing or financing cash flows. The cash
flows from operating, investing and financing activities of the Company are segregated.
1.18 Cash and cash equivalents
Cash and cash equivalents comprise cash and cash on deposit with banks and financial institutions.
The Company considers all highly liquid investments with a remaining maturity at the date of
purchase of three months or less and that are readily convertible to known amounts of cash to be cash
equivalents.

Agappe Diagnostics Limited Annual Report 2017-2018
2.1 Share capital Number of shares Amount Number of Amount
shares
Authorised
7,000,000 70,000,000 7,000,000 70,000,000
Issued, subscribed and paid-up
Equity shares of Rs. 10 each* 4,989,404 49,894,040 4,989,404 49,894,040
Class A shares of Rs. 10 each* 1,140,500 11,405,000 1,140,500 11,405,000
6,129,904 61,299,040 6,129,904 61,299,040
(a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity shares of Rs. 10 each
Class A shares of Rs. 10 each

Ordinary equity shares: All the equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are
entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion
to share of paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently
payable have not been paid. Failure to pay any amount called up on the shares may lead to the forfeiture of shares. On winding up of the Company, the
holders of the equity shares will be entitled to receive the residual assets of the Company, remaining after the distribution of all preferential amounts in
proportion to the number of equity shares held.
Class A equity shares: In the event of a liquidation event, the holders of the Class A equity shares shall be entitled to receive the amounts specified
therein in priority to all other holders of equity securities of the Company. The Class A equity holder, under the Investment Agreement (IA), has a right
to exit through one or more of the methods agreed therein. Such holder shall also have a right, to exercise a Put Option at a specified value, which is
exercisable only on the occurrence of an Event of Default under the IA. In all other respects, the Class A equity shares shall rank pari passu with the
other equity shares of the Company.
(b) Details of shareholders holding more than 5% shares of the Company

As at 31 March 2018 As at 31 March
Number % holding Number % holding
of shares in the class of shares in the class
Equity shares of Rs. 10 each fully paid up held by
Mr. Thomas John 1,452,008 29.10% 1,452,008 29.10%
Mr. Joseph John 1,336,674 26.79% 1,336,674 26.79%
Mr. M.Y.Yohannan 1,195,641 23.96% 1,195,641 23.96%
Mrs. Meena Thomas 274,658 5.50% 274,658 5.50%
Mrs. Sangeeta Joseph 389,992 7.82% 389,992 7.82%
Class A equity shares of Rs. 10 each fully paid up held by

Sycamore Holdings Limited 1,140,500 100.00% 1,140,500 100%
(c) As more than half of the share capital is held by individuals, the Company does not have a holding / ultimate holding Company.
(d) Details of buyback, bonus share, issue for consideration other than for cash for past 5 years
The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares nor
has there been any issue for consideration other than for cash during the period of five years immediately preceding the balance sheet
date.
As at As at
31 March 2018 31 March 2017
2.2 Reserves and surplus
General reserve
Securities premium
Surplus in the statement of profit and loss

Balance at the beginning of the year 288,953,999 235,658,576
Add: Proposed dividend for the previous year reversed (Refer Note 2.42) 18,389,712 -
Add: Tax on proposed dividend for the previous year reversed (Refer Note 2.42) 3,743,713 -
311,087,424 235,658,576
Add: Profit for the year 114,889,640 75,428,848
Less: Proposed dividend - 18,389,712
Less: Tax on proposed dividend - 3,743,713
Less: Dividend paid during the year (Refer Note 2.42) 18,389,712 -
Less: Dividend distribution tax paid during the year (Refer Note 2.42) 3,743,713 -
Balance at the end of the year 403,843,639 288,953,999
Total reserves and surplus 821,733,589 706,843,949

As at As at
31 March 2018 31 March 2017
2.3 Long-term borrowings
Secured
Term loans from banks 30,171,097 51,471,097
30,171,097 51,471,097
Details of securities, terms and condition on term loans
Lender's name Security terms Existing interest Tenure Amount outstanding as on
rate 31 March 2018 31 March 2017
Federal Bank Secured by equitable mortgage on 46.77 acres of land at resurvey No. 140/12/1/2, 140/12/2/2 MCLR 60 Months 51,471,097 72,771,097
Limited and 140/3/2 in Pattimattom village along with factory building with area of 38,154 Square feet
and hypothecation of machineries and other fixed assets in the factory and by personal
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 64 Months - 288,000
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 59 Months - 3,790,000
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 36 months - 375,000
HDFC Bank Limited Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 10% 60 months - 283,492
Kotak Mahindra Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 9.83% 60 months - 1,332,495
Prime Limited
Note 1 - There is no continuing default in the repayment of the principal and interest amount with respect to above mentioned loans as at 31 March 2018
Note 2 - Refer Note 2.9 for the details of current maturities of long-term borrowings
100
As at As at
31 March 2018 31 March 2017
2.4 Deferred tax liabilities (net)
Deferred tax liability
Property, plant and equipment and intangible assets 2,99,66,962 3,50,08,269
Deferred tax assets

Employee benefits (15,23,479) (25,40,679)
Other disallowances (26,83,102) (51,82,379)
2,57,60,381 2,72,85,211
2.5 Other long-term liabilities
Security deposits from customers 1,30,75,641 97,08,412
1,30,75,641 97,08,412
2.6 Long-term provisions
Provision for employee benefits:
Gratuity 28,32,855 25,88,717
Compensated absences 39,76,574 35,77,071
68,09,429 61,65,788
2.7 Short-term borrowings
Secured loans from banks
Working capital demand loan from bank 14,50,00,000 12,25,00,029
Buyers credit 5,27,28,846 5,82,48,756
Packing credit 1,00,00,000 1,00,00,000
20,77,28,846 19,07,48,785
Note 1: Cash credit facility from Axis Bank Limited carries an interest of 3 months MCLR plus 0.60% per annum. The facility is secured by charge on entire current
assets of the Company, both present and future, and collateral security being equitable mortgage of 8 parcels of properties of the Company and by personal
Note 2: Working capital demand loan carries an interest of 1 month MCLR plus 0.3% per annum. The facility is secured by charge on entire current assets of the
Company, both present and future, and collateral security being equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
Note 3: Buyers credit - The facility is secured by charge on entire current assets of the Company, both present and future, and collateral security being equitable
mortgage of 8 parcels of properties of the Company and by personal guarantees of directors and shareholders of the Company.
Note 4: Packing credit facility from Axis Bank Limited is secured by charge on entire current assets of the Company, both present and future, and collateral security
being equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of directors and shareholders of the Company.
2.8 Trade payables
Total outstanding dues of micro enterprises and small enterprises* 44,87,447 19,58,819
Total outstanding dues of creditors other than micro enterprises and small enterprises:
Acceptances 3,52,64,547 1,41,64,057
Other trade payables 10,90,00,906 4,22,52,873
14,87,52,900 5,83,75,749
*Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act") based on the information available with the Company
are given below:
The principal amount remaining unpaid to any supplier as at the end of the year 44,87,447 19,58,819
The interest due on the principal remaining outstanding as at the end of the year - -
The amount of interest paid under the Act, along with the amounts of the payment made beyond the - -
appointed day during the year
The amount of interest due and payable for the period of delay in making payment (which have been paid but - -
beyond the appointed day during the year) but without adding the interest specified under the Act
The amount of interest accrued and remaining unpaid at the end of the year - -
The amount of further interest remaining due and payable even in the succeeding years, until such date - -
when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under the Act
2.9 Other current liabilities
Current maturities of the long-term borrowings (also refer note 2.3) 2,13,00,000 3,12,01,987
Interest accrued but not due on borrowings 1,178 6,74,016
Unearned revenue 2,10,77,385 1,74,93,432
Advances received from customers 38,82,678 48,61,603
Dues to creditors for capital goods 1,16,20,683 54,15,609
Accrued expenses 1,96,05,691 1,39,43,395
Accrued salaries and benefits 2,15,75,453 1,67,71,947
Dues to other creditors 1,22,580 2,60,165
Statutory dues payables 79,16,848 2,23,36,897
10,71,02,496 11,29,59,051
2.10 Short-term provisions
Proposed dividend - 1,83,89,712
Tax on proposed dividend - 37,43,713
Provision for income tax (net of advance tax) 1,07,02,557 -
Provision for compensated absences 8,15,376 7,36,929
Provision for warranty (Refer Note 2.40) 45,00,000 24,00,000
1,60,17,933 2,52,70,354
2.11 Property, plant and equipment
9,193,211 - - 9,193,211 - - - - 9,193,211 9,193,211
Freehold land
9,193,211 - - 9,193,211 - - - 9,193,211 -
1,101,750 - - 1,101,750 - 63,975 - 63,975 1,037,775 1,101,750
Leasehold land
1,101,750 - - 1,101,750 - - - - 1,101,750 -
4,669,351 - - 4,669,351 3,121,438 831,803 - 3,953,241 716,110 1,547,913
Leasehold improvement
4,669,351 - - 4,669,351 2,145,850 975,588 - 3,121,438 1,547,913 -
31,084,005 2,272,772 - 33,356,777 2,904,093 1,007,559 - 3,911,652 29,445,125 28,179,912
Office building
30,994,736 89,269 - 31,084,005 1,918,303 985,790 - 2,904,093 28,179,912 -
135,733,918 - - 135,733,918 12,482,228 4,556,497 - 17,038,725 118,695,193 123,251,690
Factory building
47,981,108 87,752,810 - 135,733,918 8,176,147 4,306,081 - 12,482,228 123,251,690 -
285,350,410 25,829,540 3,670,924 307,509,026 64,435,933 29,443,129 1,288,335 92,590,727 214,918,299 220,914,477
Plant and equipment
155,477,860 131,319,378 1,446,828 285,350,410 38,286,900 26,422,571 273,538 64,435,933 220,914,477 -
33,178,931 2,700,830 - 35,879,761 10,118,378 3,274,302 - 13,392,680 22,487,081 23,060,553
Electrical fixtures
14,680,123 18,498,808 - 33,178,931 6,945,658 3,172,720 - 10,118,378 23,060,553 -
20,217,364 1,871,254 - 22,088,618 8,926,149 2,881,125 - 11,807,274 10,281,344 11,291,215
Vehicles
21,215,482 - 998,118 20,217,364 7,107,917 2,693,392 875,160 8,926,149 11,291,215 -
8,802,945 988,653 - 9,791,598 5,230,300 1,363,047 - 6,593,347 3,198,251 3,572,645
Office equipment
6,449,334 2,376,386 22,775 8,802,945 4,166,103 1,086,972 22,775 5,230,300 3,572,645 -
4,845,998 1,172,943 - 6,018,941 2,882,507 766,077 - 3,648,584 2,370,357 1,963,491
Servers and network equipment
4,784,094 61,904 - 4,845,998 2,141,100 741,407 - 2,882,507 1,963,491 -
10,976,955 562,824 305,208 11,234,571 8,684,822 1,379,431 301,744 9,762,509 1,472,062 2,292,133
Computers
9,700,349 1,632,573 355,967 10,976,955 7,165,955 1,719,801 200,934 8,684,822 2,292,133 -
15,428,350 4,161,756 - 19,590,106 7,202,116 1,492,639 - 8,694,755 10,895,351 8,226,234
Furniture and fixtures
14,543,704 884,646 - 15,428,350 5,574,292 1,627,824 - 7,202,116 8,226,234 -
Total 560,583,188 39,560,572 3,976,132 596,167,628 125,987,964 47,059,584 1,590,079 171,457,469 424,710,159 434,595,224
Previous year 320,791,102 242,615,774 2,823,688 560,583,188 83,628,225 43,732,146 1,372,407 125,987,964 434,595,224 -
2.12 A Intangible assets

Gross block Accumulated amortisation Net block
25,724,908 1,851,358 - 27,576,266 13,756,994 3,920,796 - 17,677,790 9,898,476 11,967,914
Computer software
22,600,521 3,124,387 - 25,724,908 10,276,943 3,480,051 - 13,756,994 11,967,914 -
28,447,837 19,428,250 - 47,876,087 12,494,605 6,707,506 - 19,202,111 28,673,976 15,953,232
Technical know how (product development)
23,596,885 4,850,952 - 28,447,837 7,837,580 4,657,025 - 12,494,605 15,953,232 -
Total 54,172,745 21,279,608 - 75,452,353 26,251,599 10,628,302 - 36,879,901 38,572,452 27,921,146
Previous year 46,197,406 7,975,339 - 54,172,745 18,114,523 8,137,076 - 26,251,599 27,921,145 -
2.12 B Goodwill on consolidation
Gross block Accumulated amortisation Net block
2,262,420 - - 2,262,420 - - - - 2,262,420 2,262,420
Goodwill*
2,262,420 - - 2,262,420 - - - - 2,262,420 -
Total 2,262,420 - - 2,262,420 - - - - 2,262,420 2,262,420
Previous year 2,262,420 - - 2,262,420 - - - - 2,262,420 -
102
*Adjustment include the goodwill on consolidation recorded on acquisition of shares as at the acquisition date.
Previous year figures are shown in Italics
As at As at
31 March 2018 31 March 2017
2.13 Long-term loans and advances
Advances for capital goods 5,560,321 1,667,609
Advance tax and tax deducted at source (net of provision for income tax) 3,497,350 4,233,817
MAT credit entitlement - 5,591,558
Prepaid expenses 220,209 228,024
16,355,776 17,321,553
2.14 Other non-current assets

Balance with banks
In deposit account for margin money 887,342 303,037
887,342 303,037
2.15 Inventories
Cost or NRV which ever is lower
Raw materials 106,804,639 113,476,677
Raw materials Goods-in-transit 2,572,385 -
Work in progress 14,891,454 16,274,046
Finished goods 28,792,360 50,011,525
Stock in trade 117,301,715 85,340,712
Stock in trade Goods-in-transit 14,619,061 -
Packing materials 27,305,830 19,180,801
Maintenance spares* 818,917 695,595
313,106,361 284,979,356
2.16 Trade receivables
Unsecured
Trade receivables outstanding for a period exceeding six months from the date they are due for payment
Considered good 2,578,498 786,765
Considered doubtful 5,211,180 7,448,935
Other trade receivables
Considered good 299,156,002 183,900,000
306,945,680 192,135,700
Less: provision for doubtful trade receivables (5,211,180) (7,448,935)
301,734,500 184,686,765
2.17 Cash and bank balances
Cash and cash equivalents
Cash on hand 90,217 65,632
Balance with banks in:
Current accounts 32,851,725 19,196,984
Exchange earners foreign currency account 16,553,329 19,706,003
Deposit accounts* 136,402,918 140,961,500
185,898,189 179,930,119
Other bank balances
Balances with banks to the extent held as margin money or security against the guarantees, other 12,822,682 9,821,212
commitments
198,720,871 189,751,331
*represents funds raised from private placement of equity shares pending to be utilised including interest accrued thereon which is reinvested
2.18 Short-term loans and advances
Prepaid expenses 19,530,886 12,567,083
Advances for supply of goods and rendering of services 17,401,207 16,284,835
Balance with government authorities 10,996,103 16,662,849
Staff advances 3,299,507 2,877,345
53,518,970 52,284,957
2.19 Other current assets
Accrued interest 32,301 594,317
Accrued export incentives 2,649,500 -
2,681,801 594,317

31 March 2018 31 March 2017
2.20 Revenue from operations
Sale of products*
Own manufactured 1,088,473,570 1,006,821,540
Traded 422,237,252 303,022,706
1,510,710,822 1,309,844,246
Less: excise duty 22,639,445 96,385,352
1,488,071,377 1,213,458,894
Sale of services
Maintenance services 27,755,661 24,056,641
Revenue from operations 1,515,827,038 1,237,515,535
*Sale of products
Own manufactured
Reagents 908,462,931 823,090,652
1,088,473,570 1,006,821,540
Traded
Reagents 21,420,054 20,220,575
422,237,252 303,022,706
2.21 Other income
Interest income on bank deposits 10,159,816 11,533,394
Net gain on account of foreign exchange fluctuations 2,170,272 8,519,430
Profit on sale of property, plant and equipment 179,331 367,146
Writeback of excess provision for doubtful trade receivables 20,282 1,813,491
Other miscellaneous income* 10,969,858 5,277,636
23,499,559 27,511,097
Note - Other miscellaneous income includes prior period service tax credit recorded in current year Rs. 2,021,170 (previous year Rs. Nil)
2.22 Cost of material consumed

Opening stock 119,366,118 121,738,496
Purchases 341,246,846 329,240,296
Less: Closing stock (Refer Note 2 below) 116,296,613 119,366,118
344,316,351 331,612,674
Note 1 - No items individually exceeding 10% of the total value of consumption.
Note 2 - Excluding stock of materials used for research and development purposes Rs. 20,386,240 (Previous year - Rs. 13,291,360)
2.23 Purchase of stock-in-trade

Equipment 392,919,256 258,681,686
Reagents 6,501,158 11,374,039
399,420,414 270,055,725
Less: transfer to property, plant and equipment (16,717,625) (12,692,153)
382,702,789 257,363,572
2.24 Changes in inventories of finished goods, work-in-progress and
stock-in-trade
Opening stock
Finished goods 50,011,525 42,354,396
Work-in-progress 16,274,046 13,007,144
Stock-in-trade 85,340,712 79,330,311
151,626,283 134,691,851
Closing stock
Finished goods 28,792,360 50,011,525
Work-in-progress 14,891,454 16,274,046
Stock-in-trade 131,920,776 85,340,712
175,604,590 151,626,283
Net increase in inventories (23,978,307) (16,934,432)
2.25 Employee benefits expense

Salaries, wages and bonus 271,086,056 227,640,241
Contribution to provident and other funds 16,303,769 16,672,362
Staff welfare expense 8,091,122 6,199,826
295,480,947 250,512,429

31 March 2018 31 March 2017
2.26 Finance costs
Interest expense 19,329,798 22,963,098
Other borrowing cost 2,455,391 2,433,566
21,785,189 25,396,664
2.27 Depreciation and amortisation
Depreciation on property, plant and equipment 47,059,584 43,732,146
Amortisation on intangible assets 10,628,302 8,137,076
57,687,886 51,869,222
2.28 Other expenses
Communication 6,952,306 6,993,069
Freight 39,846,911 35,004,454
Insurance 4,140,136 4,541,472
Legal, professional and consultancy 38,612,252 25,574,768
Commission 18,800,507 13,591,306
Office expenses 3,099,014 2,833,881
Power and fuel 11,220,244 11,847,079
Printing and stationery 7,329,795 6,528,577
Rates and taxes 3,023,647 4,589,365
Rent 10,617,193 6,339,262
Repairs and maintenance
- Building 3,877,321 3,875,653
- Machinery 3,586,654 1,948,431
- Others 5,944,659 4,633,335
Research and development expenses 7,588,742 7,753,289
Testing expenses 2,093,859 2,623,743
Bank charges 2,298,576 1,758,011
Miscellaneous expenses 4,268,969 4,065,081
298,255,040 246,460,928
*Includes auditors remmuneration, refer note 2.33
2.29 CSR Expenditure
- Gross amount required to be spent during the year 1,842,830 1,652,584
- Amount spent during the year on :
Construction/acquisition of an asset 1,842,376 4,726,731
On purposes other than above 209,668 203,184
2,052,044 4,929,915
2.30 Tax expenses
Current tax 49,400,000 24,551,558
46,135,018 38,386,812


2.31 Commitments and contingencies
As at As at
Commitments
Estimated amount of contracts remaining to be executed on capital
37,030,597 27,772,195
account (net of capital advances) and not provided for
Commitments in respect of purchase of raw material and other
264,110,089 319,947,109
expenses
Contingent liabilities
Claims against the Company not acknowledged as debts (Refer 14,900,286 12,288,670
Note 1 below)
Bonus (Refer Note 2 below) 2,716,150 2,716,150
Bank Guarantee 2,269,562 2,269,562
Notes:
1. Claims against the Company not acknowledged as debts for the year ended 31 March 2018 includes the
following litigations:
a. The Company has received excise duty demand of Rs. 2,406,899 for the period April 2010 to May 2011,
on account of inappropriate classification of the goods in the monthly return. Management believes that the
position taken by it on the matter is tenable and hence, no adjustment has been made to the financial
statements. The Company has filed an appeal against the demands received.
b. The Company has received Income Tax demand of Rs. 2,864,020 for the assessment year 2012-13, on
account of disallowance of weighted deduction under section 35 (2AB) of Income Tax Act 1961.
Management believes that the position taken by it on the matter is tenable and hence, no adjustment has
been made to the financial statements. 100% of the demand has been paid/adjusted by the department and
the matter is pending before Income Tax Appellate Tribunal.
Further during the year 2017-18, the department issued penalty notice under section 271(1)C with respect
to above matter amounting to Rs. 2,052,650. The company filed appeal against the penalty order before the
CIT- Appeals in April 2018. However, subsequent to the year end, the Company has received a favourable
order from ITAT on 18 May 2018 with respect to this dispute.
c. The Income Tax department issued penalty notice under section 271(1)C of the Income Tax Act 1961 for
furnishing in accurate particulars with regard to weighted deduction under section 35 (2AB), in the return
of income filed by the company for the FY 2013-14. The penalty amount was Rs. 1,396,790/-. The company
filed appeal against the penalty order before the Commissioner of Income Tax - Appeals in August 2017.
been made to the financial statements.
d. Company has received Show Cause Notice (SCN) No. 40/2015 demanding recovery of ineligible CENVAT
of Rs. 1,977,208 in respect to commission paid to overseas subsidiary. Even though the company got
favourable order from the Additional Commissioner of Central Excise & Customs, the department filed
appeal against the order before the Commissioner of Central Excise & Customs (Appeals). Since there are
similar settled judgements available in favour of the company, no adjustment has been made to the financial
statements.
e. Company has received Show Cause Notice (SCN) No. 10/2016-CE demanding recovery of ineligible
CENVAT Credit in respect of the goods returned by the customers. The total amount of credit availed
during May 2014 to February 2016 was Rs. 288, 905 which was the demand in the SCN. Even though the
company got a favourable order from the Assistant Commissioner of Central Excise & Customs, the
department filed appeal before the Commissioner (Appeals) against that order. Since there are similar
settled judgements available in favour of the company, no adjustment has been made to the financial
statements.


2.31 Commitments and contingencies (continued)
f. The Company has received order under section 7A of Provident Fund and Miscellaneous Provision Act,
1952 demanding Rs. 3,913,814 for the period of April 2006 to April 2011 and May 2011 to July 2012.
been made to the financial statements. Management have received a legal opinion in this regard. Company
has filed appeal before Employees Provident Fund Appellate Tribunal.
2. Employee bonus refers to bonus payable to employees for the amount of Rs. 2,716,150 as per Payment of
Bonus (Amendment) Act 2015 vis-à-vis retrospective application from 1 April 2014 to 31 March 2015.
Company has relied on stay petition granted by the Honorable High Court of Kerala and Honorable High
Court Madras against retrospective application of Payment of Bonus (Amendment) Act 2015 from 1 April
2014. Pending disposal of the case, no provision has been made in the books of accounts.

Particulars
31 March 2018 31 March 2017
Net profit attributable to equity share holders 114,889,640 75,428,848
Weighted average number of equity shares of Rs. 10 each 6,129,904 6,129,904
Earnings per equity share of face value Rs. 10 each 18.74 12.31
The Company has no potentially dilutive equity shares as at the year-end.
2.33 Auditor’s remuneration (included in legal and professional fees, excluding service tax)
Statutory audit 1,000,000 950,000
Taxation matters 310,885 -
Other services 782,770 150,000
Total 2,093,655 1,100,000
2.34 Employee Benefits
(a) Gratuity
The following tables set out the status of the gratuity plan as required under Accounting Standard-15.
Reconciliation of the projected benefit obligation
Particulars
31 March 2018 31 March 2017
Obligations at the beginning of the year 18,433,493 13,784,266
Service cost 2,365,995 1,714,978
Interest cost 1,257,164 1,082,065
Actuarial loss / past service cost 327,226 2,814,665
Benefits paid (1,231,270) (962,481)
Obligations at the end of the year 21,152,608 18,433,493
Change in plan assets
Plans assets at beginning of the year, at fair value 15,844,776 14,351,457
Expected return on plan assets 1,080,614 1,126,589
Actuarial loss / (gain) 109,545 61,748
Contributions 2,516,088 1,267,463
Benefits paid (1,231,270) (962,481))
Plans assets at the end of the year, at fair value 18,319,753 15,844,776
Reconciliation of present value of the obligation and the fair
value of the plan assets:
Fair value of plan assets at the end of the year 18,319,753 15,844,776
Present value of the defined benefit obligations at the end of the year 21,152,608 18,433,493
Asset/(liability) recognized in the balance sheet (2,832,855) (2,588,717)

2.34 Employee Benefits (continued)
(a) Gratuity (continued)
Particulars
31 March 2018 31 March 2017
Gratuity cost for the year ended
Service cost 2,365,995 1,714,978
Interest cost 176,550 (44,524)
Benefit paid directly by employer - 382,992
Past service cost-vested benefit recognized during the period 711,111 -
Actuarial loss/ (gain) (493,430) 2,752,917
Net gratuity cost 2,760,226 4,806,363

Assumptions:
31 March 2018 31 March 2017
Discount rate 7.71% 6.82%
Expected rate of return on plan assets 7.71% 6.82%
Salary increment 6% 6%
Details of experience adjustments – gratuity

As at 31 March
Particulars
2018 2017 2016 2015 2014
Defined benefit obligation 21,152,608 18,433,493 13,784,266 11,435,754 8,744,462
Plan assets 18,319,753 15,844,776 14,351,457 11,941,493 8,609,897
Surplus/(deficit) (2,832,855) (2,588,717) 567,191 505,739 (134,565)
Experience adjustment on
1,518,608 1,032,763 44,968 235,221 114,045
plan liabilities
Experience adjustment on
109,545 61,748 918,273 749,061 159,897
plan assets
(b) Compensated absences
Assumptions: 31-Mar-18 31-Mar-17
Discount Rate 7.71% 6.82%
Expected rate of salary increase 6% 6%
Maximum accumulation of leave 30 days 30 days
2.35 Leases
The Company is obligated under non-cancellable operating leases for its premises and computers. Total rental
expenses under such leases amounted to Rs. 5,050,745 (previous year: Rs 4,360,427). Future minimum lease
payments due under non-cancellable operating leases are as follows:


2.35 Leases (continued)
Particulars As at As at
31 March 2018 31 March 2017
Not later than one year 4,310,458 1,486,272
Later than one year but not later than five years 2,320,293 -
Later than five years - -
The Company is obligated under cancellable operating leases for office and residential space. Total rental
expense under cancellable operating leases during the year was Rs. 5,566,448 (Previous year: Rs. 1,979,015).
2.36 Related parties

1. Names of related parties and description of relationship:
Particulars Name of the parties
Wholly owned subsidiary company Agappe Diagnostics Switzerland GmbH
Key management personnel
Managing Director Thomas John
Whole time Directors

Meena Thomas
Mary Baby Meleth
Sangeeta Joseph
Dr. D M Vasudevan
Relatives of Key Managerial Personnel
M. Y Yohannan (Father of Managing Director)
Alice Yohannan (Mother of Managing Director)
Joseph John (Brother of Managing Director)
2. Related party transactions:
The Company has entered into the following transactions with related parties during the year ended
31 March 2018.
Outstanding balance
Volume of transactions
[receivable / (payable)]
Description
Sl. Name of related
of the Year ended
No. party Year ended As at As at
transaction 31 March
31 March 2018 31 March 2018 31 March 2017
2017
(i) Thomas John Remuneration 5,612,072* 5,402,772*
Dividend 4,356,024 1,452,008
Rent 45,000 60,000 (5,000)
-
(ii) Meena Thomas Remuneration 2,539,052* 2,460,372* - -
Dividend 823,974 274,658
(iii) D M Vasudevan Remuneration 1,531,555* 1,450,020* - -
(iv) M.Y. Yohannan Dividend 3,586,923 1,195,641 - -
(v) Joseph John Dividend 4,010,022 1,336,674 - -
(vi) Key managerial Remuneration 1,909,160* 2,983,420* - -

personnel (Others) Dividend 1,619,976 539,992
(vii) Relatives of key Dividend 103,974 34,658 - -

managerial
personnel (Others)

2.36 Related parties (continued)
2. Related party transactions (continued)

*The aforesaid amount does not include provision for gratuity as the same is determined for the Company as a
whole based on an actuarial valuation.
**Dividend is on payment basis.
2.37 Segment reporting

Based on the guiding principles given in Accounting Standard (AS) 17 on ‘Segment Reporting’, the
Company’s primary reporting segment is business segment comprising (i) Reagents and (ii) Equipment and
others. Secondary segmental reporting is based on the location of customers. All other of the Company are
located in India.
The accounting principles consistently used in the preparation of the financial statements are consistently
applied to record income and expenditure in individual segments. These are set out in the note on significant
accounting policies
i. Segment revenue and expenses:
Segment revenue and expenses are categorised based on items that are directly identifiable to that
segment. It does not include interest income, interest expense and income tax.
ii. Segment assets and liabilities:
Segment assets include all operating assets used by the segment and consist principally of trade
receivables, other current assets and loans and advances (excluding advance tax). Segment liabilities
include trade payables, creditors for expenses and other operating liabilities and provisions
(excluding provision for tax).
iii. Unallocated expenses, assets and liabilities:
Certain expenses, assets and liabilities are not specifically allocable to individual segments as the
underlying services are used interchangeably. The Company believes that it is not practicable to
provide segment disclosures relating to such expenses, assets and liabilities and accordingly such
expenses, assets and liabilities are separately disclosed as ‘unallocated’.


Primary business segments
Particulars Reagents Equipment Unallocated Total
Segment revenue 910,134,195 605,692,843 - 1,515,827,038

(765,079,611) (472,435,924) (-) (1,237,515,535)
Segment result 599,634,812 66,385,882 - 666,020,694
(502,223,225) (52,561,524) (-) (554,784,749)
Unallocated expenses - - 470,807,709 470,807,709
(-) (-) (416,610,963) (416,610,963)
Other income, excluding - - 13,339,743 13,339,743
interest income (-) (-) (15,977,703) (15,977,703)
Interest income - - 10,159,816 10,159,816
(-) (-) (11,533,394) (11,533,394)
Depreciation and 34,263,270 9,292,884 14,131,732 57,687,886
amortization (32,526,417) (5,989,786) (13,353,019) (51,869,222)
Profit before taxes 161,024,658
(113,815,660)
Current tax - - 47,659,849 47,659,849
(-) (-) (18,775,853) (18,775,853)
Deferred tax - - 1,524,831 1,524,831
(-) (-) (19,610,959) (19,610,959)
Profit after taxes 114,889,640
(75,428,848)
Segment assets 602,431,896 481,442,021 354,577,435 1,438,451,352
(600,237,467) (322,641,263) (327,248,707) (1,250,127,437)
Segment liabilities 78,584,974 128,504,361 348,329,388 555,418,723
(94,192,023) (40,149,353) (347,643,072) (481,984,448)
Capital expenditure 27,454,206 50,185,552 13,673,790 91,313,548
including CWIP (29,610,891) (23,060,866) (6,299,238) (58,970,995)
Secondary segment information
Revenues Year ended Year ended
31 March 2018 31 March 2017
India 1,262,468,549 1,030,861,215
Rest of the world 253,358,489 206,654,320
1,515,827,038 1,237,515,535
Trade receivables As at As at
31 March 2018 31 March 2017
India 280,174,682 178,415,153
Rest of the world 21,559,818 6,271,612
301,734,500 184,686,765
Capital expenditure Including CWIP As at As at

31 March 2018 31 March 2017
India 91,313,548 58,970,995
Rest of the world - -
91,313,548 58,970,995


2.38 Unhedged foreign currency exposure
(a) As at 31 March 2018 and 31 March 2017, the Company had no outstanding forward contracts.
(b) Particulars of un-hedged foreign currency exposure as at 31 March 2018:
Currency Un-hedged payables* Un-hedged receivables**
Foreign Foreign
Rs Rs
currency currency
EUR and Rs. Equivalent 513,021 41,452,093 10,924 882,439

(56,228) (3,893,682) (11,257) (779,526)
JPY and Rs. Equivalent 30,800,000 18,948,160 - -
(29,450,000) (17,081,000) - -
USD and Rs: Equivalent 1,227,023 79,980,414 821,741 53,554,890
(1,062,943) (68,919,538) (688,332) (44,630,492)
BDT and Rs: Equivalent - - - -
(8,710) (7,055) - -
EGP and Rs: Equivalent - - - -
(35,972) (129,859) - -
GBP and Rs: Equivalent 4,300 396,503 - -
(21,274) (1,720,635) - -
IDR and Rs: Equivalent - - - -
(7,967,742) (38,795) - -
KES and Rs: Equivalent - - - -
(109,138) (68,757) - -
LKR and Rs: Equivalent - - - -
(76,613) (32,665) - -
NPR and Rs: Equivalent - - - -
(182,924) (114,194) - -
PHP and Rs: Equivalent - - - -
(193,808)
(150,000) - -
* Un-hedged payables include trade payables, other current liabilities and unsecured loans in foreign
currency.
** Un-hedged receivables include trade receivables, bank balances and short-term loans and advances.
2.39 Donation paid to political parties

Particulars For the year ended For the year ended 31
31 March 2018 March 2017
Communist Party of India (Marxist) 172,000 292,000
DYFI - 25,000
Indian National Congress 67,000 60,000
Bharatiya Janatha Party 20,000 175,000
Others 8,500 27,500
Total 267,500 579,500


2.40 Provision for warranty
Particulars For the year ended For the year ended 31

31 March 2018 March 2017
Opening balance 2,400,000 -
Charge for the year 4,500,000 2,400,000
Amount utilised 2,400,000 -
Closing balance 4,500,000 2,400,000
Provision for warranty is estimated by the management on the basis of technical evaluation and past
experience. Provision is made for estimated liability in respect of warranty costs in the year of sale of
goods. These provisions are expected to be utilised within a period of one year.
2.41 Disclosure on Specified Bank Notes (SBNs)
During the previous year, the Company had specified bank notes or other denomination note as defined
in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes
(SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the
denomination wise SBNs and other notes as per the notification is given below:
Other
Particulars SBNs* denomination Total
notes
Closing cash in hand as on November 8, 2016 12,000 9,221 21,221
(+) Permitted receipts - 184,853 184,853
(-) Permitted payments - 168,034 168,034
(-) Amount deposited in Banks 12,000 - 12,000
Closing cash in hand as on December 30, 2016 NIL 26,040 26,040
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided
in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs
number S.O. 3407(E), dated the 8th November, 2016.
2.42 Proposed dividend
The board of directors have proposed a dividend of Rs. 4 per equity share totaling to Rs. 24,519,616 in
their meeting held on 28 June 2018.
Previous year’s proposed dividend and dividend distribution tax thereon have been reversed during the
year in to the surplus in statement of profit and loss account, considering the fact that the same is not an
adjusting event. Further, the actual payment of this dividend and tax there on, has been shown as
reduction from the surplus in statement of profit and loss of the current year.
2.43 The Company has established a comprehensive system of maintenance of information and documents
as required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since
the law requires existence of such information and documentation to be contemporaneous in nature, the
Company is in the process of updating this information. The Company is required to update and put in
place information latest by the due date for filling of its income tax return. Management is of the opinion
that its international transactions are at arm's length so that the aforesaid update will not have any impact
on the financial statements.


2.44 Previous year’s figure have been regrouped and reclassified, wherever necessary to confirm to current
year’s presentation.

Firm’s registration number: 116231W/W-100024 CIN: U24239MH1998PLC115413

Sreevidya P M
Company Secretary
Kochi Kochi
28 June 2018 28 June 2018

AGAPPE DIAGNOSTICS LIMITED
Regd off: Office Nos 401-402, Jaisingh Business Centre, Sahar Road, Andheri (East)
Mumbai 400099, India.
Tel: 022-4300 8000.
Email: sreevidya.pm@agappe.in, www.agappe.com
CIN: U24239MH1998PLC115413
_____________________________________________________________________________________
ATTENDANCE SLIP
20TH ANNUAL GENERAL MEETING ON 14TH AUGUST, 2018
Name :
Address :
Folio No. :
No. of Equity :
Shares held
I certify that I am a registered member/proxy for the Registered Member of the Company.
I hereby record my presence at the 20th ANNUAL GENERAL MEETING of the Company to be
held at the registered office of the company at office Nos: 401& 402, Jaisingh Business Centre,
Sahar Road, Andheri (East), Mumbai, Maharashtra-400099 at 11.30 am on 14th August, 2018.
Member’s/ Proxy’s Signature
NOTE:
1. Members/Proxy holders are requested to bring the attendance slip with them when they
come to the meeting and hand it over at the entrance after affixing signature
115
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Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014 – Form MGT -11]
CIN: U24239MH1998PLC115413
Name of the company: Agappe Diagnostics Limited
Registered office: No: 401-402, Jaisingh Business Centre,

Sahar Road, Andheri (East)Mumbai,
Maharashtra-400099, India
Tel: 022-4300 8000
Email:sreevidya.pm@agappe.in
www.agappe.com
Name of the member (s):

Registered address:
E-mail Id:
Folio No/ Client Id:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name: ……………………
Address:
E-mail Id:
Signature:……………., or failing him
2. Name: ……………………
Address:
E-mail Id:
Signature:……………., or failing him
3. Name: ……………………
Address:
E-mail Id:
Signature:…………….
117
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the
20th Annual general meeting of the company, to be held on Tuesday, the 14th August, 2018 at
11.30 am at the registered office of the company at office No: 401& 402, Jaisingh Business
Centre, Sahar Road, Andheri(East), Mumbai, Maharashtra-400099, India and at any
adjournment thereof in respect of such resolutions as are indicated below :
Res. Resolutions Optional

No
Ordinary Business For Against
Adoption of the Consolidated Audited Accounts together with
1. the Directors’ Report and the Auditors’ Report thereon for the
year ended 31st March 2018.
Declaration of dividend @ INR.4 per equity share for the
2.
financial year 2017-18
Reappointment of Mrs. Mary Baby Meleth (DIN-01882175) as a
3. Director who retires by rotation and being eligible offers herself
for reappointment
Reappointment of Dr.Damodaran Madhavi Vasudevan (DIN-
4. 02948429) as a Director who retires by rotation and being eligible
offers himself for reappointment
Special Business
5. Appointment of Mr.Joseph John, as Director of the Company
Signed this…………. .day of…………………………….. 2018.
Sd/- Affix
Signature of shareholder Revenue
Stamp
Sd/-
Signature of Proxy holder(s)

Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company in person or through post, not less than 48 hours before the
commencement of the Meeting.
2. For the resolutions, Explanatory Statement and Notes, please refer to the Notice of the 20th
Annual General Meeting.
3. A Proxy need not be a member of the Company. Pursuant to the provisions of Section 105 of
the Companies Act, 2013, a person can act as proxy on behalf of not more than fifty members
and holding in aggregate not more than ten percent of the total share capital of the Company.
Members holding more than ten percent of the total share capital of the Company may appoint
a single person as proxy, who shall not act as proxy for any other member.
4. It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated in the
Box. If you leave the ‘For’ or ‘against’ column blank against any or all Resolutions, your Proxy
will be entitled to vote in the manner as he/she thinks appropriate.
5. In case of any body corporate this form must be executed either under its common seal of the
company or under the hand of an officer or attorney duly authorized.
6. Please complete all details including details of member(s) in above box before submission.

MUMBAI [Regd. Office]

AGAPPE DIAGNOSTICS LTD, Office No: 401 & 402, 4th Floor,
Jaisingh Business Centre, 119, Sahar Road, Parsiwada, Andheri (East),
Mumbai - 400099, India
Route Map to AGM Venue

7KLVSDJHKDVEHHQLQWHQWLRQDOO\OHIWEODQNIRUZULWLQJQRWHV
7KLVSDJHKDVEHHQLQWHQWLRQDOO\OHIWEODQNIRUZULWLQJQRWHV

One Mind...One Heart...One Goal...
ISO 9001:2008
EN ISO 13485:2012 * Toll Free No: 1800 425 7151
Corporate off: “Agappe Hills”, Pattimattom (PO), Dist. Ernakulam, Kerala - 683 562, India.
TEL: + 91 484 2867000 | agappe@agappe.in | www.agappe.com | CIN: U24239MH1998PLC115413

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About Agappe 004

Standalone Financial Statements

4Independent Auditors' Report 048

Consolidated Financial Statements

4Independent Auditors' Report 084

Attendance Slip 115

Agappe Diagnostics Limited 2

AGAPPE IN GREEK MEANS

Agappe Diagnostics Limited 3

Agappe is focused on the research, design and production of clinical chemistry

A base of customers Customers served globally Over two decades of

Agappe Diagnostics Limited 4

“To expand and continuously improve

“To establish globally as a premier

“We believe in providing high quality

Agappe Diagnostics Limited 5

Agappe Diagnostics Limited 6

We received National Award 2018

Agappe Diagnostics Limited 7

“We strive to earn the conﬁdence of our customers through

Trust customer loyalty and referral. We trust each other in the

“We respect our customers, employees, our business

Respect partners, society and all other stake holders. We show

Agappe Diagnostics Limited 8

E C Our Core Values

“We excel in everything that we do through innovation,

Excellence creativity and superior product differentiation that sets us

“We care for our people – our customers by offering quality

Agappe Diagnostics Limited 9

Agappe has the largest reagent manufacturing facility in

We combine our clinical expertise with high

Agappe Diagnostics Limited 10

Agappe Diagnostics Limited 11

Our product portfolio includes products from single cartridge based

Agappe Diagnostics Limited 12

Our manufacturing and marketing

Agappe Diagnostics Limited 13

Our Footprint In Indian and

ISO 9001 : 2008

Agappe Diagnostics Limited 14

We aim to provide efﬁcient service at

An independent customer support

Agappe Diagnostics Limited 15

Constructed two class room building for Government

Agappe Diagnostics Limited 16

Signing Ceremony with Hitachi Chemicals, Japan

New product Association: Focusing on

We have joined hands with Hitachi

Agappe Diagnostics Limited 17

“NATIONAL AWARDS 2018 FOR MISPA-i3”

“ASSOCHAM MEDICAL TECHNOLOGY EXCELLENCE AWARDS 2018 ”

“KERALA STATE POLLUTION CONTROL BOARD AWARDS 2018”

“CII INDUSTRIAL INNOVATION AWARDS 2017 ”

” “EMERGING ENTREPRENEUR OF THE YEAR 2016”

“INDIA'S MOST INNOVATIVE COMPANY 2017”

Meena Thomas Joseph John

Prof. M.Y. Yohannan

Dr. D. M. Vasudevan George Varghese

Thomas John Balagopal Chandrasekhar Baldev Raj Arora

Agappe Diagnostics Limited 20

CSR COMMITTEE: Corporate Ofﬁce / Reagent Plant