GPT Healthcare Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 35th Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2024. The PDF version of the Report is also available on the Companys website (https://ilshospitals.com/shareholder-information/#Financials).

1. FINANCIAL RESULTS

	Standalone
Particulars	2023-24	2022-23
Income
Revenue from Operations	40,019.30	36,103.71
Total Income	40,548.44	36,673.07
Total Expenditure Before Interest, Tax and Depreciation	31,235.41	28,668.51
Earnings Before Interest, Tax, Depreciation and Amortization	9,313.03	8,004.56
Less: Interest and Depreciation	2,508.69	2,407.62
Profit before Tax for the year	6,804.34	5,596.94
Less: Income Tax for the year	2,027.44	1,696.18
Profit for the year	4,776.90	3,900.76
Add: Other comprehensive Income	1.60	13.41
Net Profit/(Loss) for the year	4,778.50	3,914.17
Earnings per Share Basic and Diluted	5.96	4.88

2. HIGHLIGHTS OF THE FINANCIAL YEAR 2023-24

The Company had completed a successful Initial Public Offering (IPO) through a Book-Building Offer and the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on February 29, 2024. The equity shares were issued at a price of Rs 186 per share (Rs 10 face value and a share premium of Rs 176) totaling to Rs 52,514 lakh, which comprised an Offer for Sale of Rs 48,514 lakh by the existing Investor Shareholder (BanyanTree Growth Capital II LLC) and the balance Rs 4,000 lakh by fresh issue of 21,50,537 Equity Shares by the Company.

The IPO was subscribed 8.52x and received more than 250,000 applications with strong interest in all categories viz. Anchor Book, QIB, HNI and Retail. The Company allotted shares to 1,27,351 shareholders and this included marquee names like Kotak Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Aditya Birla Insurance and many others, thus evidencing their comfort with the business and corporate governance standards of the Company.

JM Financial Limited acted as the Sole Book Running Lead Manager (BRLM) to the IPO and Trilegal, Legal Counsel to the Company, J Sagar & Associates, Legal Counsel to BRLM for the IPO. The Company had appointed Link Intime India Private Limited as the Registrar to the Offer.

The Board expresses its sincere gratitude to the investors who reposed their faith in the business of the Company and BanyanTree Growth Capital II LLC, who has supported the Company since November 2014 and had funded the growth of the business in a very nascent stage. As part of the IPO, BanyanTree has now fully exited the shareholding of the Company. The Board also expresses its thanks to SEBI, ROC and Stock Exchanges (BSE and NSE) for their expeditious approval of the DRHP, RHP and Prospectus for the Offer.

During the financial year 2023-24, the Company recorded revenue from operations of H 40,019.30 lakh, a growth of 10.85% over the previous years revenue of H 36,103.71 lakh. The Companys EBITDA from operations stood at H 9,313.03 lakh against that of H 8,004.56 lakh in previous year i.e. a growth of 16.35%.

3. BUSINESS OF THE COMPANY

The Company is engaged in the Healthcare Services i.e running of hospitals and providing medical services. We operate a chain of mid-sized full service hospitals under the brand name of "ILS Hospitals" and provide integrated healthcare services, with a focus on secondary and tertiary care. As of March 31, 2024, we operate four multispecialty hospitals in Salt Lake, Agartala, Dum Dum and Howrah with a total capacity of 561 beds.

The Company aims to expand its presence in the underserviced market of Eastern India by setting up mid sized multi specialty hospitals in densely populated areas and is already in the process of setting up a 150 bed hospital in Raipur in the state of Chhatisgarh, which is expected to be commissioned in Fiscal 2025. In addition, another 140 bed hospital in Ranchi in the state of Jharkhand is also in the pipeline.

In addition, the Company is exploring various options viz. greenfield, acquisitions to enhance its bed capacity to 1,000 beds in the next 3-4 years to establish itself as a preferred healthcare provider in the eastern part of the country.

4. DIVIDEND

Based on the Companys Dividend Distribution Policy and the Companys performance, the Board of Directors are pleased to declare total dividend for the financial year 2023-24 of H 3.50 per equity share i.e. 35% of face value, in the following manner:

Particulars	Dividend Per Share of Rs 10 each	Date of declaration / recommendation of Dividend	Cash outflow Rs ( in lakh)
1st Interim Dividend	Rs 1.00	January 05, 2024	799.04
2nd Interim Dividend	Rs 1.00	March 19, 2024	820.55
Final Dividend	RS 1.50	May 21, 2024 (subject of Shareholder approval in the ensuing Annual General Meeting)	1,230.82

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy and the same is available on the Companys website at https://ilshospitals.com/shareholder-information/#CorporatePolicies

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31, 2024, the entire sum of profit has been transferred to surplus of Profit & Loss.

6. USE OF FUNDS FROM INITIAL PUBLIC OFFER

The funds received pursuant to the fresh issue of share in the IPO of H 4,000 lakh have been utilized for the objects stated in the Prospectus dated February 26, 2024 and Board Meeting held on October 14, 2023 after deduction of proportionate issue expenses. There is no deviation of the Objects of the Offer and the funds have been fully utilized.

This has resulted in the Company reducing its major part of the outstanding borrowings from the banks and thus becoming net debt free.

7. LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited w.e.f. February 29, 2024, as per the following details:

BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy	Exchange Plaza, Plot no. C/1,
Towers, Dalal Street	G Block, Bandra-Kurla Complex,
Mumbai - 400 001	Bandra (E), Mumbai - 400 051
Scrip Code: 544131	Scrip Symbol: GPTHEALTH

The listing fees for the financial year 2023-24 have been paid.

8. CHANGE IN SHARE CAPITAL

There was no change in the authorized share capital of the Company during the year under review. The Present Authorized Share Capital of the Company is Rs 125,00,00,000 (Rupees One Hundred Twenty Five Crores only) divided into 12,50,00,000 Equity Shares of Rs 10 each.

After the IPO, the issued, subscribed and paid-up capital of the Company has increased from Rs 79,90,42,860 (Rupees Seventy Nine Crores Ninety Lakh Forty Two Thousand Eight Hundred Sixty only) divided into 7,99,04,286 equity shares of Rs 10 each to Rs 82,05,48,230 (Rupees Eighty Two Crores Five Lakh Forty Eight Thousand Two Hundred Thirty only) divided into 8,20,54,823 Equity Shares of Rs 10 each.

9. CREDIT RATING

The long term and short term credit facilities are rated by CRISIL and the present rating of the Company is CRISIL A-/Stable (Reaffirmed) - Long Term Rating and CRISIL A2+ (Reaffirmed)-Short Term Rating reaffirmed on November 28, 2023.

10. FINANCIAL STATEMENT

Since the Company has no subsidiary or associate, the Company is not required to prepare consolidated financial statement.

The Annual Report of the Company, containing therein its standalone financial statement along with audit report is available for inspection by the Members at the Registered Office of the Company during working hours on working days, Shareholders interested in obtaining a copy of the audited financial statement may write to the Company Secretary at the registered email id of the Company.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

12. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ‘going concern basis;

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

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

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate issued by Practicing Company Secretary, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report. In order to adhere to the highest corporate governance standards, the Audit Committee and Nomination and Remuneration Committee was duly reconstituted w.e.f September 27, 2023 comprising 100% independent directors compliant with recommendations of the Kumar Mangalam Birla and Kotak Committee for good corporate governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Companys performance, industry trends and other material changes with respect to your Company is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations

15. BUSINESS RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Companys management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Member of Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

The Risk Management Policy of the Company may be accessed at https://ilshospitals.com/wp-content/ uploads/2023/12/ghl-risk_management_policy.pdf

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at the link https://ilshospitals.com/ share-holder-information/#CorporatePolicies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length basis. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions and also filed with the Stock Exchanges bi-annually.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Since there are no material Related Party Transactions and also all the transactions with related parties are at arms length and are in the ordinary course of business, no transactions are required to be reported in Form AOC – 2.

The Company has made full disclosure of transactions with the related parties as set out in Note of Standalone Financial Statement, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

17. NUMBER OF MEETINGS OF THE BOARD

During the year 8 (Eight) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Board has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: https://ilshospitals.com/ share-holder-information/#CorporatePolicies

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2023-24, the Company has spent above two percent of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-I and forms integral part of this Report.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Audit is carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure and the report is placed in the Audit Committee.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of Companies Act, 2013, (the ‘Act) and other relevant provisions of the Act. The Company maintains all its records in ERP system (SAP) and the audit trail have been enabled through the year as well in the ERP system.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of companys risk management policies & systems.

20. CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Aruna Tantia, Non-Executive Non- Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

(ii) Mr. Dwarika Prasad Tantia, Executive Chairman, Dr. Om Tantia, Managing Director, Mr. Anurag Tantia, Executive Director, Mrs. Kriti Tantia, Chief Financial Officer and Mr. Ankur Sharma, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

22. CHANGES IN THE BOARD DURING THE YEAR

The following changes took place in Board of directors during the financial year 2023-24 due to the reason as stated herein under, there is no other material reasons other than those provided:

Name	Date of Change	Reason for Change
Saurabh Agarwal	May 8, 2023	Resignation owing to personal reasons
Bal Kishan Choudhury	May 8, 2023	Resignation owing to personal reasons
Kashi Prasad Khandelwal	May 8, 2023	Resignation owing to personal reasons
Kashi Prasad Khandelwal	September 27, 2023	Appointment as Additional Director - Independent
Deepak Pramanik	September 27, 2023	Appointment as Additional Director - Independent
Amrendra Prasad Verma	September 27, 2023	Appointment as Additional Director - Independent
Kashi Prasad Khandelwal	October 3, 2023	Change in designation to Independent Director
Deepak Pramanik	October 3, 2023	Change in designation to Independent Director
Amrendra Prasad Verma	October 3, 2023	Change in designation to Independent Director

The Board expresses its sincere gratitude and thanks to Mr. Saurabh Agarwal and Mr. Bal Kishan Choudhury for the services rendered as an Independent Director.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations. None of the Directors have been subjected to any disqualification under the Act.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs. Out of five Independent Directors of the Company, two Independent Directors have passed the Online Proficiency Self Assessment Test conducted by Indian Institute of Corporate Affair (IICA). Two Independent Directors were exempted by Indian Institute of Corporate Affair (IICA) from appearing Online Proficiency Self-Assessment Test, as they have fulfilled the conditions for seeking exemption from appearing for the Online Proficiency Self-Assessment Test. One Director has to undergo Online Proficiency Self Assessment Test to be conducted by Indian Institute of Corporate Affair (IICA) within a period of two years from the date of inclusion of his name in the data bank as required under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

24. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors are fully kept informed of the Companys business activities in all areas. A separate meeting of Independent Directors was held on February 28, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole, and the performance of the Executive Chairman of the Company, after considering the views of Executive Directors and Non Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Executive Chairman and other Directors in the growth of the Company. All the Independent Directors were present at the Meeting.

25. COMMITTEES OF BOARD OF DIRECTORS

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted/ reconstituted various Board Committees to assist in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The IPO Committee and Committee of Independent Directors were dissolved by the board of directors at their meeting held on March 19, 2024, after the successful completion of all matters related to the IPO. The Board has constituted/reconstituted following Committees to deal with matters and monitor activities falling within the respective terms of reference:

a. MANDATORY COMMITTEES

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

b. NON-MANDATORY COMMITTEES

Executive Committee

Risk Management Committee

All related details as required under law are provided in the Corporate Governance Report forming part of the Annual

Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

26. ANNUAL EVALUATION OF THE BOARD, ITS COMMIITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees, the Executive Chairman and other individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The Independent Directors, in their separate meeting, evaluated the performance of Non- Independent Directors, the Board as a whole, its Committees and that of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings. Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

Ongoing familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Companys context and to lend perspective to the strategic direction of the Company.

The details of familiarization programmes imparted to Independent Directors at the Board Meeting held on March 19, 2024 alongwith, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the details are available on the website of the Companyandcanbeaccessedatthelink:https://ilshospitals. com/share-holder-information/#CorporatePolicies

27. NOMINATION AND REMUNERATION POLICY

The Company has a Board approved Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, containing criteria for determining qualifications, positive attributes and independence of a director.

Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Boards report. Accordingly, the Remuneration Policy of the Company has been made available on the Companys website at the link https://ilshospitals.com/ share-holder-information/#CorporatePolicies

The Remuneration Policy of the Company is appended as Annexure-II to this Report.

28. PARTICULARS OF MANGERIAL REMUNERATION

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-III forming part of this Report.

29. PARTICULARS OF EMPLOYEES

The statement in respect of employees, as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-III forming part of this Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and Compliance Officer of the Company at ghl.cosec@gptgroup.co.in.

None of the employees were receiving remuneration during the year in excess of that drawn by the Executive Chairman, Managing Director or Whole time Director/ Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Also, no employee other than Executive Chairman, Managing Director or Whole Time Director/ Executive Director have been paid remuneration of more than H 1.02 crores per annum pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. HUMAN RESOURCES

Your Company treats its Human Resources as one of its most important assets, given the service nature of the industry. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

31. AUDITORS AND AUDITORS REPORT

a. Statutory Auditor (s)

Singhi & Co., Chartered Accountants, were re-appointed at the 31st Annual General Meeting of the Company held on August 28, 2020 for their second term for period of 4 years from the conclusion of the 31st Annual General Meeting of the company till the conclusion of 35th Annual General Meeting of the Company to conduct the audit of accounts of the Company from Financial year 2020-21 till the financial year 2023-24.

Singhi & Co will retire by virtue of Section 139(2) of the Companies Act, 2013, from conclusion of this 35th Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the services rendered by Singhi & Co, Chartered Accountants as the Statutory Auditors of the Company.

The Board of Directors, have on the recommendation of the Audit Committee and subject to the approval of the shareholders at the ensuing 35th Annual General Meeting recommended the appointment of S R Batliboi & Co LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) as Statutory Auditors of the Company in place of Singhi & Co, Chartered Accountants (Firm Registration No. 302049E), the retiring Statutory Auditors, to hold office for a period of 5 (five) consecutive years from the conclusion of ensuing 35th Annual General Meeting till the conclusion of 40th Annual General Meeting of your Company to conduct the audit of accounts of the Company from financial year 2024-25 till the financial year 2028-29. Accordingly, a resolution proposing the appointment of S R Batliboi & Co LLP as statutory auditors of the Company for a period of five consecutive years pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 35th Annual General Meeting of the Company. The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from S R Batliboi & Co LLP, Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Statutory Auditors Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. Your Company has a policy to maintain an unqualified audit report and therefore, the Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

b. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2024-25 is forming part of the notice convening the ensuing Annual General Meeting.

Your Company has received consent from S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arms length relationship. The Company is maintaining the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

c. Secretarial Auditor and Secretarial Compliance Report

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. Regulation 24A of the Listing Regulations also prescribes similar requirements.

The Board of your Company had appointed Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and his report for the year 2023-24 in prescribed Form MR-3 is appended hereto as Annexure-IV to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, Secretarial Compliance Report for the financial year 2023-24 issued by Mr. Ashok Kumar Daga, Practicing Company Secretary is annexed herewith and marked as Annexure-V to this report. The Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

Your Company has also received consent from Mr. Ashok Kumar Daga, Practicing Company Secretary, to act as the SecretarialAuditoraswellasAnnualSecretarialCompliance Auditor of the Company for the financial year 2024-25 and accordingly the Board of Directors had re-appointed Mr. Ashok Kumar Daga, Practicing Company Secretary having Membership No. FCS 2699 and CP No.2948 as Secretarial Auditor as well as Annual Secretarial Compliance Auditor of the Company for the financial year 2024-25.

d. Internal Auditors

The Board has re-appointed Sumit Binani & Associates, Chartered Accountants, as Internal Auditors for its unit ILS Hospitals, Dumdum and for ILS Hospitals, Salt Lake and re-appointed ARVS & Associates, Chartered Accountants, as Internal Auditors for its unit ILS Hospitals, Agartala, for ILS Hospitals, Howrah and Head office of the Company as required vide section 138 of the Companies Act, 2013, for the financial year 2024-25, as per the scope, functioning, periodicity and methodology for conducting the internal audit of the Company at a remuneration as per the engagement letters.

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

32. DISCLOSURES

a. Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower may be accessed on the Companys website at the link: https://ilshospitals.com/ share-holder-information/#CorporatePolicies

b. Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has disclosed the full particulars of the Loans given, Investments made or Guarantees given or Securities provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Note 40 forming part of standalone financial statement.

The aggregate of Loan given, Investment made or Guarantees given or Security provided are within the limit as prescribed under Section 186 of the Companies Act, 2013.

c. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-VI hereto and forms a part of this Report.

d. Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 is available on Companies website and can be accessed at the link:https://ilshospitals.com/ share-holder-information/#AnnualReturn

e. Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. The said policy can be accessed at the link: https:// ilshospitals.com/share-holder-information/#CorporatePolicies

An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment has been received by the Company. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

34. UNPAID/UNCLAIMED DIVIDEND

There are no unpaid or unclaimed dividends as on March 31, 2024, during the current financial year 2023-24 no amount remained unclaimed and unpaid for a period of seven years, is due for transfer to Investors Education and Protection Fund.

35. OTHER DISCLOSURES

a. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

b. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

c. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or by trustees for the benefit of employees/ Directors.

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

e. Since the Company does not have any subsidiary or associate company as on date of this report, no remuneration or commission has been received from any of its subsidiary/ associate company by the Managing Director or the Whole-time Directors of the Company.

f. Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

g. There were no frauds reported by auditors under subsection (12) of Section 143 other than those which are reportable to the Central Government.

h. During the year under review, there was no change in the nature of business of the Company.

i. Since the Company is a listed Company, the company has complied with necessary provisions to the extent applicable to the Company.

j. There was no revision in the financial statements.

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

i) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

ii) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

36. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received fromthedoctors,banks,governmentauthorities,customers, vendors, business associates and members during the year under review.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the entire team, especially during the IPO to ensure that the Company continues to grow and excel.

(viii) Contribution to the Prime Ministers National Relief Fund or Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) Contribution to incubators funded by Central Government or State Government or any agency or Public Sector UndertakingofCentralGovernmentorStateGovernment, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian

Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and Development Organisation (DRDO), [Department of Biotechnology (DBT)], Department of Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in conducting research in science, technology, engineering and medicine aimed at promoting sustainable development Goals (SDGs);

(x) Rural development projects;

(xi) Slum area development;

(xii) Disaster management, including relief, rehabilitation and reconstruction activities.