డైరెక్టర్ల నివేదిక Unihealth Hospitals Ltd.

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Financial Statements of
the Company for the financial year ended on March 31, 2026.

FINANCIAL HIGHLIGHTS

The summary of financial performance of the Company for the year under review is given below:

STATE OF COMPANY’S AFFAIRS, OPERATING RESULTS AND PROFITS

Your Company achieved a total income of ? 1322.85 Lakhs during the current year as against ? 687.06 Lakhs in the
corresponding previous financial year ended March 31, 2025. PBT for the year stood at ? 883.01 Lakhs compared to ? 323.82
Lakhs for the previous corresponding year. Net Profit for the year stood at 649.13 in the current financial year compared to
? 234.92 Lakhs in the previous year.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Board of Directors voluntarily adopted the Indian Accounting Standards (Ind AS), which are converged with the
International Financial Reporting Standards (IFRS), during the financial year 2025-26. The adoption of Ind AS has enhanced
the transparency, consistency, and comparability of the Company''s financial statements and aligned its financial reporting
framework with globally accepted accounting standards.

TRANSFER TO GENERAL RESERVES

During the financial year, the Company has not transferred any amount to General Reserves.

DIVIDEND

In order to conserve the resources, your directors do not recommend any dividend on the equity shares of the Company for
the financial year 2025-2026.

MATERIAL CHANGES AND COMMITMENTS AFTER END OF THE
FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes and commitments,
affecting the financial position of the Company, which have
occurred between the end of the financial year and date of
the report.

UTILISATION OF IPO PROCEEDS

During the course of utilizing the proceeds from the
Initial Public Offering (IPO) for the purposes stated in the
Prospectus, the Company identified that the full allocation of
funds originally designated for investment in its subsidiary,
Biohealth Limited, would not be required. In line with its
strategic objectives and to effectively pursue and capitalize
on immediate growth opportunities, the Board of Directors
proposed a reallocation of the unutilized funds to alternate
purposes. This variation in the utilization of IPO proceeds was
approved by the shareholders through a Special Resolution
passed via Postal Ballot on June 26, 2024. The details and
rationale for the proposed change were provided in the Postal
Ballot Notice dated May 27, 2024, which is available on the
Company''s website at https://www.unihealthfinancials.
com/agm-egm-postal-ballots. The Company now confirms
that the reallocated funds have been fully utilized for the
revised purpose as approved by the shareholders. The
Company remains committed to maintaining transparency
and accountability in the deployment of IPO proceeds and
will continue to provide timely updates to stakeholders in
compliance with applicable regulatory requirements.

As on March 31, 2026, the total unutilized funds amounted
to ?169.70 lakhs, which had been allocated to UMC
Globalhealth Limited (UMCGHL), Nigeria, to fund its capital
expenditure requirements in connection with its proposed
expansion.

PREFERENTIAL ISSUE

The Company has allotted 7,00,000 (Seven Lakh) Convertible
Warrants on May 02, 2025, each carrying a face value of ?
151/- (Rupees One Hundred Fifty-One only), aggregating to
a total of ? 10,57,00,000/- (Rupees Ten Crore Fifty-Seven
Lakh only), on a preferential basis to the Promoters of the
Company. Each Convertible Warrant is convertible into one
fully paid-up equity share of the Company having a face
value of ? 10/- (Rupees Ten only) each, at a premium of
?141/- (Rupees One Hundred Forty-One only) per share,
upon receipt of a completed application for conversion
from the respective Warrant holders, in accordance with the
applicable provisions of law.

Out of the 7,00,000 convertible warrants allotted by the
Company, 3,00,000 warrants were converted into an
equivalent number of equity shares during the financial year
2025-26. Subsequently, 2,00,000 warrants were converted
into 2,00,000 equity shares, which were allotted on April 8,

2026. Accordingly, as on April 8, 2026, a total of 5,00,000
warrants had been converted into 5,00,000 equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Akshay Mahendra Parmar (DIN: 01533004) Managing
Director, Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.

The Board of Directors, at its meeting held on November 14,
2025, appointed Mr. Bachh Raj Nahar (DIN: 00049895) as
an Additional Director in the capacity of a Non-Executive
Independent Director of the Company for a term of five (5)
consecutive years commencing from November 14, 2025
up to November 13, 2030, subject to the approval of the
Members of the Company.

Pursuant to the provisions of Section 161 of the Companies
Act, 2013 ("the Act”), Mr. Bachh Raj Nahar holds office as
an Additional Director up to the date of this Annual General
Meeting and is eligible for appointment as a Director of the
Company.

The Company has received the requisite declarations and
confirmations from Mr. Nahar, including his consent to act
as a Director and a declaration confirming that he meets
the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations”). In the opinion of the Board, Mr. Nahar fulfills
the conditions specified under the Act, the Rules made
thereunder and the SEBI Listing Regulations for appointment
as an Independent Director and is independent of the
management of the Company.

Accordingly, the Board recommends the Resolution set out in
the Notice for approval of the Members for the appointment
of Mr. Bachh Raj Nahar (DIN: 00049895) as a Non-Executive
Independent Director of the Company for a term of five (5)
consecutive years commencing from November 14, 2025
and ending on November 13, 2030. During his tenure as
an Independent Director, he shall not be liable to retire by
rotation.

Mr. Ajay Kumar Thakur (DIN: 02910317), resigned as
Independent Director of the Company with effect from
November 18, 2025. The Board of Directors placed on record
their sincere appreciation for the contributions made by Mr.
Ajay Kumar Thakur during his tenure as Independent Director
of the Company.

Ms. Binita Patel (ACS: A55171) resigned from the position
of Company Secretary with effect from January 1, 2026,
consequently ceased to be the Compliance Officer as well.
The Board places on record its sincere appreciation for her
valuable contributions during her tenure.

Ms. Deshna Jain (ACS: 79719) was appointed as the Company
Secretary and Compliance Officer of the Company with effect
from March 1, 2026.

Key Managerial Personnel (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 (‘the Act''), the following are the KMPs
of the Company:

Dr. Akshay M. Parmar, Chairman & Managing Director
Mr. Parag Shah, Executive Director & CFO
Ms. Deshna Jain, Company Secretary & Compliance Officer
DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted
their declarations under Section 149(7) of the Companies
Act, 2013, ( "Act”) confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the
Act and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
from time to time. Further, they have confirmed that there has
been no change in the circumstances affecting their status
as Independent Directors during the year. In the opinion of
the Board, the Independent Directors possess the requisite
integrity, expertise, experience, and balance of skills and
knowledge as required for effective functioning.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the company met 4 (Four) times
during the year on 23.05.2025, 26.08.2025, 14.11.2025 and
16.02.2026.

The details of meetings attended by the Directors are as
follows:

AUDIT COMMITTEE OF BOARD OF DIRECTORS

In view of the resignation of Mr. Ajay Kumar Thakur, the Audit
Committee of the Board was reconstituted on November 23,
2025, following the appointment of Mr. Bachh Raj Nahar.
Prior to its reconstitution, the Audit Committee comprised
Mr. Ajay Kumar Thakur, Ms. Riddhi Javeri, and Mr. Parag

Shah. Post-reconstitution, the Committee now comprises
Ms. Riddhi Javeri, Mr. Parag Shah, and Mr. Bachh Raj Nahar,
with Ms. Riddhi Javeri serving as the Chairperson.

The Audit Committee currently consists of two Non-Executive,
Independent Directors and one Non-Independent, Executive
Director.

During the financial year under review, four (4) meetings of
the Audit Committee were held on 23.05.2025, 26.08.2025,
14.11.2025 and 16.02.2026. The details of meetings
attended by the members are as follows:

NOMINATION AND REMUNERATION COMMITTEE:

In view of the resignation of Mr. Ajay Kumar Thakur, the
Nomination and Remuneration Committee of the Board
of Directors of the Company was reconstituted upon the
appointment of Mr. Bachh Raj Nahar, with effect from
November 23, 2025. The reconstituted Committee comprises
Mr. Bachh Raj Nahar, Dr. Anurag Shah, and Mrs. Riddhi Javeri,
with Mr. Bachh Raj Nahar, serving as the Chairperson of the
Committee.

The Nomination and Remuneration Committee currently
consists of two Non-Executive, Independent Directors and
one Non-Independent, Non-Executive Director.

During the year under review, the Nomination and
Remuneration Committee met thrice, on May 23, 2025,
November 14, 2025 and February16, 2026.

The details of meetings attended by the members are as
follows:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

In view of the resignation of Mr. Ajay Kumar Thakur, the
Stakeholders'' Relationship Committee of the Board of
Directors of the Company was reconstituted with the
appointment of Mr. Bachh Raj Nahar, with effect from
November 23, 2025.

Subsequently, Mr. Bachh Raj Nahar expressed his
unwillingness to continue as a member of the Committee and
tendered his resignation. Accordingly, the Committee was
reconstituted again by way of a circular resolution passed on
December 15, 2025.

Pursuant to the said reconstitution, the Stakeholders''
Relationship Committee now comprises Mr. Parag Shah, Dr.
Akshay M. Parmar, and Mrs. Riddhi Javeri. Mrs. Riddhi Javeri
serves as the Chairperson of the Committee.

The Stakeholders Relationship Committee consists of one
Non-Executive, Independent Director and Two Executive
Directors.

During the financial year under review, the Committee met
once, on February16, 2026..

The details of meetings attended by the members are as
follows:

VIGIL MECHANISM

The Company has formulated and published a Whistle
Blower Policy to provide a mechanism ("Vigil Mechanism”)
for employees including directors of the Company to report
genuine concerns. The provisions of this policy are in line
with the provisions of Section 177 (9) of the Act. The Whistle
Blower Policy (Vigil Mechanism) is uploaded on the Company
web link: https://www.unihealthonline.com/codes-policies

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management
and the Criteria for selection of candidates for appointment
as directors, independent directors, senior management
are placed on the website of the Company at the web link:
https://www.unihealthonline.com/codes-policies.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that:

a. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b. They have selected such accounting policies and applied
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, 2026 and of the profit of the Company for the period
ended on that date;

c. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts of the Company
on a going concern basis;

e. They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal
financial controls commensurate with its nature and size of
business and meets the following objectives:

• Providing assurance regarding the effectiveness and
efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies,

• procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded
timely.

The Company has budgetary control system to monitor
expenditures and operations against budgets on an ongoing
basis. The internal auditors also review the adequacy of
internal financial control system.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company currently has the following subsidiary,
associate, and joint venture companies:

* Biohealth Limited shall now be classified as an indirect
subsidiary and a direct associate company of the Company
due to acquisition of its equity shares by Unihealth Holdings
Limited, Mauritius, a Wholly Owned Subsidiary of the
Company w.e.f. 17.07.2025.

** UHS Oncology Private Limited ceased to be an associate
company of the Company on 31st March 2026
CONSOLIDATED FINANCIAL STATEMENTS

The Company has consolidated the financial statements of
its subsidiaries, associates, and joint ventures in accordance
with Section 129(3) of the Companies Act, 2013 and the
relevant rules made thereunder during the financial year.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company has 7 (Seven)
Subsidiaries, 1 (One) Associate company , and 1(One) Joint
venture. There has been no material change in the nature of
business of any of the subsidiaries during the year. Pursuant
to the provisions of Section 129(3) of the Companies
Act, 2013, a statement containing the salient features of
the financial statements of the Company''s subsidiaries,
associates, and joint venture in Form AOC-1 is attached to
the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents

and separate audited financial statements in respect of
subsidiaries, are available on the Company''s web link: https://
www.unihealthfinancials.com/financials-of-subsidiaries-
joint-venture-and-associate-cos

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92
of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, Annual Return of the
Company as at 31st March, 2026 is uploaded on the website
of the Company web link: https://www.unihealthfinancials.
com/forms.

STATUTORY AUDITORS

At the Fifteenth Annual General Meeting (AGM) of the
Company held on September 12, 2024, the Members
approved the re-appointment of M/s. G. P. Kapadia & Co.,
Chartered Accountants (Firm Registration No. 104768W), as
the Statutory Auditors of the Company for a period of three
years, commencing from the conclusion of the Fifteenth AGM
until the conclusion of the Eighteenth AGM to be held in the
year 2027. M/s. G. P. Kapadia & Co., Chartered Accountants,
have submitted a certificate confirming that their re¬
appointment is in accordance with the provisions of Section
139 read with Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh &
Associates, Practising Company Secretaries were appointed
as the Secretarial Auditors for auditing the secretarial
records of the Company for the financial year 2025-2026.
The Secretarial Audit Report in Form MR-3 is annexed to this
report as "Annexure I”.

AUDITORS REPORT AND SECRETARIAL AUDITORS’ REPORT

The Statutory Auditor''s Report for the financial year 2025-26
and the Secretarial Audit Report for the year 2025-26 do not
contain any qualifications, reservations, or adverse remarks.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, the Statutory Auditors
of the Company have not reported any instances of fraud
committed against the Company under the second proviso of
Section 143 (12) of the Act

COST AUDITORS

The maintenance of cost records and cost audit provisions
are not applicable to the Company as required under Section
148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not

applicable to the Company for the financial year under report.

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

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy

During the year, the Company implemented stringent
controls to reduce wasteful electrical consumption.
Lights and power were turned off wherever not necessary.

(b) Technology Absorption

i. Efforts, in brief, made towards technology absorption
during the year under review: NIL

ii. Benefits derived as a result of the above efforts,
e.g., product improvement, cost reduction, product
development, import substitution, etc.: Not Applicable

iii. In case of imported technology (imported during
the last 3 years reckoned from the beginning of
the financial year), following information may be
furnished: Not Applicable

iv. Expenditure incurred on Research and Development:
NIL

(c) Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the particulars of employees are
annexed as “Annexure II”.

The information required under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in the Annexure forming
part of this Report. In terms of the proviso to Section 136
of the Act, the Report and Accounts are being sent to the
Members excluding the aforesaid Annexure. Any member
interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company.

DISCLOSURE OF REMUNERATION

Dr. Akshay M. Parmar, Managing Director of the Company,
has also been appointed as the Managing Director and
Chief Executive Officer of UMC Hospitals Private Limited,
a subsidiary of the Company. He has been drawing
remuneration from both companies with effect from July
1, 2025, in accordance with the limits approved by the
shareholders by way of a Special Resolution passed at the
Extra-Ordinary General Meeting held on April 29, 2023, which
remained valid up to April 26, 2026.

In view of the expiry of the aforesaid approval, and pursuant
to the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on May
29, 2026, considered and recommended the continuation of
the remuneration payable to Dr. Akshay M. Parmar from both
companies for the balance period of his tenure, commencing
from April 27, 2026 and ending on April 26, 2028.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors approved
the continuation of such remuneration at its meeting held on
May 29, 2026, subject to the approval of the shareholders.
Accordingly, the approval of the shareholders is being sought
at the ensuing General Meeting.

DEPOSITS FROM PUBLIC

During the year under review, your Company had not accepted
any deposits from public in terms of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any
regulator or court that would impact the going concern
status of the Company and its future operations.

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

During the year under review, there was no instance of one¬
time settlement with banks or financial institutions.

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings
pending against the Company under the Insolvency and
Bankruptcy Code, 2016. Further, there were no instances
of one-time settlement with any bank or financial institution
during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided, and
investments made or securities offered during the year under
review, as required under Section 186 of the Companies Act,
2013, are disclosed in the Notes to the Financial Statements,
which form part of this Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk
Assessment and Management Policy and are responsible
for reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee exercises additional
oversight in the area of financial risks and controls. Major

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and has in place an
Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy.

The Company has not received any complaint of sexual harassment during the financial year 2025-26.

STATEMENT ON MATERNITY BENEFIT ACT, 1961

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

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial
institutions during the financial year under review. Your Directors also express their warm appreciation to all employees for
their contribution to your Company''s performance and for their superior levels of competence, dedication and commitment
to your Company, in India as well as outside India. The Directors express gratitude to Company''s customers and vendors. The
Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board

Akshay M. Parmar

Chairman & Managing Director
DIN: 01533004
Place: Mumbai
Date: May 29, 2026

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Financial Statements of the Company for the
financial year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

The summary of financial performance of the Company for the year under review is given below:

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company achieved a total income of Rs. 686.68 Lakhs during the current year as against Rs. 655.55 Lakhs in the corresponding previous
financial year ended March 31, 2024. EBITDA for the year stood at Rs. 320.95 Lakhs compared to Rs. 378.57 Lakhs for the previous corresponding
year. Net Profit for the year stood at 233.37 in the current financial year compared to Rs. 303.50 Lakhs in the previous year.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Board of Directors has decided to voluntarily adopt Indian Accounting Standards (IND AS), aligned with International Financial Reporting
Standards (IFRS), to enhance the transparency and comparability of the Company’s financial statements.

TRANSFER TO GENERAL RESERVES

During the financial year, the Company has not transferred any amount to General Reserves.

In order to conserve the resources, your directors do not recommend
any dividend on the equity shares of the Company for the financial
year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS AFTER END OF THE
FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the
end of the financial year and date of the report.

VARIATION IN TERMS OF UTILISATION OF IPO PROCEEDS

During the course of utilizing the proceeds from the Initial Public
Offering (IPO) for the purposes stated in the Prospectus, the Company
identified that the full allocation of funds originally designated for
investment in its subsidiary, Biohealth Limited, would not be required.
In line with its strategic objectives and to effectively pursue and
capitalize on immediate growth opportunities, the Board of Directors
proposed a reallocation of the unutilized funds to alternate purposes.
This variation in the utilization of IPO proceeds was approved by
the shareholders through a Special Resolution passed via Postal
Ballot on June 26, 2024. The details and rationale for the proposed
change were provided in the Postal Ballot Notice dated May 27,
2024, which is available on the Company’s website at https://www.
unihealthfinancials.com/agm-egm-postal-ballots. The Company now
confirms that the reallocated funds have been fully utilized for the
revised purpose as approved by the shareholders. The Company
remains committed to maintaining transparency and accountability
in the deployment of IPO proceeds and will continue to provide timely
updates to stakeholders in compliance with applicable regulatory
requirements.

PREFERENTIAL ISSUE

The Company has allotted 7,00,000 (Seven Lakh) Convertible
Warrants on May 02, 2025, each carrying a face value of Rs. 151/-
(Rupees One Hundred Fifty-One only), aggregating to a total of Rs.
10,57,00,000/- (Rupees Ten Crore Fifty-Seven Lakh only), on a
preferential basis to the Promoters of the Company. Each Convertible
Warrant is convertible into one fully paid-up equity share of the
Company having a face value of Rs. 10/- (Rupees Ten only) each, at
a premium of Rs.141/- (Rupees One Hundred Forty-One only) per
share, upon receipt of a completed application for conversion from
the respective Warrant holders, in accordance with the applicable
provisions of law.

CHANGE IN NAME OF THE COMPANY

The name of the Company was changed from “Unihealth Consultancy
Limited" to “Unihealth Hospitals Limited" with effect from October 14,
2024.

Mr. Parag Shah (DIN: 07773426), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.

Mr. Ajay Kumar Thakur (DIN: 02910317) was appointed as an
Additional Director of the Company with effect from July 05, 2024.
He was also appointed as an Independent Director for a term of five
years commencing from the same date, subject to the approval of the
members at the general meeting. His appointment was subsequently
approved by the shareholders at the Annual General Meeting held on
September 12, 2024.

Dr. Harsh Sheth (DIN: 09057782), resigned as Independent Director
of the Company with effect from July 06, 2024. The Board of Directors
places on record their sincere appreciation for the contributions made
by Dr. Harsh Sheth during his tenure as Independent Director of the
Company.

Ms. Prajakta Suresh Bhor (ACS: A55171) resigned from the position
of Company Secretary with effect from May 1, 2024, consequently
ceased to be the Compliance Officer as well. The Board places on
record its sincere appreciation for her valuable contributions during
her tenure.

Ms. Binita Patel (ACS: 46394) was appointed as the Company
Secretary and Compliance Officer of the Company with effect from
May 7, 2024.

Key Managerial Personnel (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Companies
Act, 2013 (''the Act’), the following are the KMPs of the Company:

Dr. Akshay M. Parmar, Chairman & Managing Director

Mr. Parag Shah, Executive Director & CFO

Ms. Binita Patel, Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted their
declarations under Section 149(7) of the Companies Act, 2013,
confirming that they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time. Further, they have confirmed that there
has been no change in the circumstances affecting their status as
Independent Directors during the year. In the opinion of the Board,
the Independent Directors possess the requisite integrity, expertise,
experience, and balance of skills and knowledge as required for
effective functioning.

Kumar Thakur, Dr. Anurag Shah, and Ms. Riddhi Javeri, with Ms. Riddhi Javeri serving as the Chairperson of the Committee.

The Nomination and Remuneration Committee currently consists of two Non-Executive, Independent Directors and one Non-Independent,
Non-Executive Director.

During the year under review, the Nomination and Remuneration Committee met twice, on May 06, 2024 and July 05, 2024.

The details of meetings attended by the members are as follows:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

In view of the resignation of Dr. Harsh Sheth, the Nomination and Remuneration Committee of the Board of Directors of the Company was
reconstituted upon the appointment of Mr. Ajay Kumar Thakur, with effect from July 05, 2024. The reconstituted Committee comprises Mr. Ajay
Kumar Thakur, Dr. Akshay M. Parmar, and Ms. Riddhi Javeri. Mr. Ajay Kumar Thakur serves as the Chairman of the Committee.

The Stakeholders Relationship Committee consists of two Non-Executive, Independent Directors and one Executive Director.

During the financial year under review, the Committee met once, on March 10, 2025.

The details of meetings attended by the members are as follows:

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism") for employees including
directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the
Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link: https://www.unihealthonline.com/codes-policies

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors,
independent directors, senior management are placed on the website of the Company at the web link: https://www.unihealthonline.com/
codes-policies.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating
to material departures;

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:

• Providing assurance regarding the effectiveness and efficiency
of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and
regulations;

• Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures
and operations against budgets on an ongoing basis. The internal
auditors also review the adequacy of internal financial control system.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company incorporated Unihealth Holdings Limited as its wholly
owned subsidiary in Mauritius on May 07, 2024, and UMC Hospitals
Private Limited as its subsidiary in India on May 22, 2024.

The Company currently has the following subsidiary, associate, and joint venture companies:

* Biohealth Limited shall now be classified as an indirect subsidiary and a direct associate company of the Company due to acquisition of its
equity shares by Unihealth Holdings Limited, Mauritius, a Wholly Owned Subsidiary of the Company w.e.f. July 17, 2025.

**UMC Global Health Limited, a Joint Venture Company, has become a Subsidiary of the Company w.e.f. October 01, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has consolidated the financial statements of its subsidiaries, associates, and joint ventures in accordance with Section 129(3) of
the Companies Act and the relevant rules made thereunder during the financial period.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has 7 (Seven) Subsidiaries 2 (Two)
Associate companies, and 1(One) Joint venture. There has been no
material change in the nature of business of any of the subsidiaries
during the year. Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing the salient features of
the financial statements of the Company’s subsidiaries, associates,
and joint venture in Form AOC-1 is attached to the financial statements
of the Company.

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited
financial statements in respect of subsidiaries, are available on the
Company’s web link: https://www.unihealthfinancials.com/financials-
of-subsidiaries-joint-venture-and-associate-cos

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92
of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return of the Company as at
March 31, 2025 is uploaded on the website of the Company web link:
https://www.unihealthfinancials.com/forms.

STATUTORY AUDITORS

At the Fifteenth Annual General Meeting (AGM) of the Company held
on September 12, 2024, the Members approved the re-appointment of
M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration
No. 104768W), as the Statutory Auditors of the Company for a period
of three years, commencing from the conclusion of the Fifteenth AGM
until the conclusion of the Eighteenth AGM to be held in the year 2027.
M/s. G. P. Kapadia & Co., Chartered Accountants, have submitted a
certificate confirming that their re-appointment is in accordance with
the provisions of Section 139 read with Section 141 of the Companies
Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh &
Associates, Practising Company Secretaries were appointed as
the Secretarial Auditors for auditing the secretarial records of the
Company for the financial year 2024-2025. The Secretarial Audit
Report in Form MR-3 is annexed to this report as “Annexure I".

AUDITORS REPORT AND SECRETARIAL AUDITORS’ REPORT

The Statutory Auditor’s Report for the financial year 2024-25 and
the Secretarial Audit Report for the year 2024-25 do not contain any
qualifications, reservations, or adverse remarks.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, the Statutory Auditors of the
Company have not reported any instances of fraud committed against
the Company under the second proviso of Section 143(12) of the Act

COST AUDITORS

The maintenance of cost records and cost audit provisions are not
applicable to the Company as required under Section 148 of the
Companies Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable
to the Company for the year under report.

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

The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:

(a) Conservation of Energy

During the year, the Company implemented stringent controls to
reduce wasteful electrical consumption. Lights and power were
turned off wherever not necessary.

(b) Technology Absorption

i. Efforts, in brief, made towards technology absorption during the
year under review: NIL

ii. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import
substitution, etc.: Not Applicable

iii. In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year), following
information may be furnished: Not Applicable

iv. Expenditure incurred on Research and Development: NIL

(c) Foreign Exchange Earnings And Outgo
Foreign Exchange Earnings : Rs. 392.81 Lakhs
Foreign Exchange Outgo : Rs. 12.90 Lakhs

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 the particulars of employees are annexed as “Annexure II".

The information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in the Annexure forming part of this Report. In terms
of the proviso to Section 136 of the Act, the Report and Accounts
are being sent to the Members excluding the aforesaid Annexure. Any
member interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company.

DISCLOSURE OF REMUNERATION

Dr. Akshay M. Parmar, Managing Director of the Company, has also
been appointed as the Managing Director and Chief Executive Officer
of UMC Hospitals Private Limited, a subsidiary of the Company. He
is drawing remuneration from both companies with effect from July
01, 2025, in accordance with the limits approved by the shareholders
through a Special Resolution passed at the Extra-Ordinary General
Meeting held on April 29, 2023.

DEPOSITS FROM PUBLIC

During the year under review, your Company had not accepted any
deposits from public in terms of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/
JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or
court that would impact the going concern status of the Company and
its future operations.

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

During the year under review, there was no instance of one-time
settlement with banks or financial institutions.

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings pending
against the Company under the Insolvency and Bankruptcy Code,
2016. Further, there were no instances of one-time settlement with

any bank or financial institution during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided, and investments
made or securities offered during the year under review, as required
under Section 186 of the Companies Act, 2013, are disclosed in the
Notes to the Financial Statements, which form part of this Annual
Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment
and Management Policy and are responsible for reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee
exercises additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions, contracts, or arrangements entered into by the
Company with related parties during the year under review, as
specified under Section 188(1) of the Companies Act, 2013, were in the
ordinary course of business and on an arm’s length basis. Accordingly,
the disclosure of such related party transactions in Form AOC-2, as
required under the Companies Act, 2013, is not applicable to the
Company.

The Board of Directors have approved a policy on related party
transactions which is placed on the Company’s website at the web
link: https://www.unihealthonline.com/codes-policies

ANNUAL EVALUATION OF THE BOARD ON ITS OWN
PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, its Committees
and Individual Directors was carried out pursuant to the provisions of
the Act in the following manner:

In a meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company
after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated.

LISTING FEES

The Company has paid the listing fees to National Stock Exchange of India Limited for the financial year 2025-26.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. Web link: https://www.unihealthonline.com/codes-
policies

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed as Annexure III.

CORPORATE GOVERNANCE REPORT

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirements relating to
Corporate Governance are not applicable to the Company, as it is listed on the SME Platform as a Small and Medium-sized Enterprise (SME).

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and has in place an Anti-Sexual
Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2024-25.

STATEMENT ON MATERNITY BENEFIT ACT, 1961

During the financial year under review, the Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961.
SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during
the financial year under review. Your Directors also express their warm appreciation to all employees for their contribution to your Company’s
performance and for their superior levels of competence, dedication and commitment to your Company, in India as well as outside India. The
Directors express gratitude to Company’s customers and vendors. The Directors are also grateful to you, the Shareholders for the confidence
you continue to repose in the Company.

For and on behalf of the Board

Akshay M. Parmar
Chairman & Managing Director
DIN: 01533004

Place: Mumbai
Date: August 26, 2025.

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

FINANCIAL HIGHLIGHTS

The summary of financial performance of the Company for the year under review is given below:

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company achieved a consolidated total income of 5035.27 Lakhs during the current year as against 4603.01 lakhs in the corresponding financial year ended March 31, 2023. EBITDA for the year stood at 1916.48 lakhs compared to 1573.53 lakhs for the previous corresponding year. The Profit after exceptional item and before tax for the period stood at 1364.17 lakhs as against 927.78 lakhs during the corresponding year. Net Profit for the year stood at Rs. 1030.66 Lakhs in the current financial year compared to S 768.00 lakhs in the previous year.

TRANSFER TO GENERAL RESERVES

During the financial year, the Company has not transferred any amount to General Reserves.

DIVIDEND

In order to conserve the resources, your Directors do not recommend any dividend on the equity shares of the Company for the financial year 2023-2024.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

BONUS ISSUE

During the year, the Company had issued 97,26,458 Bonus Equity Shares having a face value of S10/- each to the members in the proportion of 7 (Seven) Equity Shares for every 1 (One) Equity Share held by them on April 29, 2023.

INITIAL PUBLIC OFFER (“IPO”) AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its initial public offering (IPO) of 42,84,000 equity shares, each with a face value of S 10/-, in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of S 132/- per share, which included a premium ofS 122/- per share.

The IPO was open for subscription from September 7, 2023, to September 12, 2023. The shares were allotted to applicants on September 15, 2023, at the offer price of S 132/- per share. The Company’s equity shares began trading on the SME Platform of the National Stock Exchange of India Limited (NSE) from September 21, 2023. Additionally, the Articles of Association have been updated to comply with the Listing Regulations and Stock Exchange requirements.

The Company vide its Prospectus dated September 14, 2023 (“Prospectus”) raised Rs. 5654.88 lakhs from the initial public offer of its equity shares (the ''IPO’). The net proceeds from the IPO were Rs. 4840.58 lakhs.

Out of the net proceeds of ? 5654.88 lakhs raised from the IPO, ? 2690.07 lakhs were utilized by the Company during the financial year 2023-24 for the purposes outlined in the prospectus dated September 14, 2023.

VARIATION IN TERMS OF UTILISATION OF IPO PROCEEDS

Your Company, during the course of utilizing the IPO proceeds for the purposes outlined in the Prospectus, the Company determined that it would not require the full allocation of funds originally earmarked for investment in its subsidiary, Biohealth Limited. To enable the Company to explore and capitalize on immediate growth opportunities, the Board of Directors proposed reallocating these funds to other objectives that align with the Company’s strategic goals.

The Company has received a shareholders approval for this variation through a Special Resolution passed via Postal Ballot on June 26, 2024. Details and justifications for this change are provided in the Postal Ballot Notice dated May 27, 2024, which is available on the Company’s website at https:// www. unihealthfinancials.com/agm-egm-postal-ballots

CHANGE IN NAME OF THE COMPANY

The Company’s name was changed from “UNIHEALTH

consultancy private limited” to “unihealth consultancy

LIMITED” effective April 26, 2023, following its conversion from a Private Limited Company to a Public Limited Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Anurag Shah (DIN: 02544806), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Dr. Akshay M. Parmar (DIN:01533004) was appointed as Managing Director of the Company for a period of five years with effect from April 27, 2023 and the same was approved by the shareholders at the Extra Ordinary General Meeting held on April 29, 2023.

Mr. Parag Shah (DIN: 07773426) was appointed as Whole-time Director and Chief Financial Officer designated as Executive Director and Chief Financial Officer with effect from April 27, 2023 and the same was approved by the shareholders at the Extra Ordinary General Meeting held on April 29, 2023.

Dr. Harsh Sheth (DIN: 09057782), Dr. Jagat Shah (DIN: 05178919) and Mrs. Riddhi Javeri (DIN: 07786895) were appointed as Additional Directors of the Company with effect from May 09, 2023. They were also appointed as Independent Directors of the Company for a period of five years with effect from May 09, 2023, subject to the approval by members at the general meeting and their appointment was approved by the shareholders at the Extra Ordinary General Meeting held on May 12, 2023.

Dr. Jagat Shah (DIN : 05178919) resigned as Independent Director of the Company with effect from October 23, 2023. The Board of Directors places on record their sincere appreciation for the contributions made by Dr. Jagat Shah during his tenure as Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Ajay Kumar Thakur (DIN: 02910317) as Additional and Non-Executive Independent Director of the Company w.e.f. July 05, 2024 for a period of five years. The Company has received notice under Section 160 of the Act

proposing his appointment. The necessary resolution in this regard has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with his brief profile.

Dr. Harsh Sheth (DIN: 09057782) resigned as Independent Director of the Company with effect from July 06, 2024. The Board of Directors places on record their sincere appreciation for the contributions made by Dr. Harsh Sheth during his tenure as Independent Director of the Company.

Ms. Prajakta Suresh Bhor (ACS: A55171) was appointed as Company Secretary effective April 27, 2023, and also assumed the role of Compliance Officer on May 9, 2023. She resigned from her position as Company Secretary effective May 1, 2024, and consequently ceased to be the Compliance Officer as well. The Board extends its sincere appreciation for her valuable support and guidance throughout her tenure in both roles.

Ms. Binita Patel (ACS: 46394) was appointed as Company Secretary and Compliance Officer, effective May 7, 2024, at the Board meeting. She is a member of The Institute of Company Secretaries of India (ICSI) and meets the requisite criteria for the role of Company Secretary.

KEY MANAGERIAL PERSONNEL (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (''the Act’), the following are the KMPs of the Company:

Dr. Akshay M Parmar, Chairman & Managing Director

Mr. Parag Shah, Executive Director & CFO

Ms. Binita Patel, Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent Directors, have submitted a declaration as required under section 149(7) of the Act that each of them meets the criteria of Independence as provided in sub Section (6) of Section 149 of the Act and under regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their

b. Audit Committee Of Board Of Directors

As on March 31, 2024, the Audit Committee of the Board of Directors of the Company comprised of three members, Dr. Harsh Sheth, Ms. Riddhi Javeri, Mr. Parag Shah. The Audit Committee consists of two Non-Executive, Independent Directors and one Non- Independent, Executive Director.

During the year under review, Six (6) meetings of the Audit Committee were held on 13.06.2023, 21.08.2023, 23.10.2023, 08.11.2023,19.12.2023 and 04.03.2024.

d. Stakeholders Relationship Committee:

As on March 31, 2024, the Stakeholders Relationship Committee of the Board of Directors of the Company comprised of three members, Dr. Harsh Sheth, Dr. Akshay M. Parmar and Ms. Riddhi Javeri.

The Stakeholders Relationship Committee consists of two NonExecutive, independent Directors and one Executive Director.

The Stakeholders Relationship Committee met once during the year i.e. on 04.03.2024.

The details of meetings attended by the members are as follows:

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide a mechanism(“Vigil Mechanism”) for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded onthe Company weblink: https://www.unihealthonline.com/ files/ ugd/93e6b9 2c9aea3668ad4dll92dfa20d0408020d.pdf.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for Directors and Senior Management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the Company. The web link is https://www.unihealthonline.com/ files/ ugd/93e6b9 460dc7c257d943048fbbb7aa22lcdd35.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied 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 period ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded timely.

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditors also review the adequacy of internal financial control system.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company incorporated Unihealth Holdings Limited as its Wholly owned subsidiary in Mauritius on May 07, 2024 and UMC Hopsitals Private Limited as a subsidiary in India on May, 22, 2024.

The Company have the following subsidiary/associate companies and Joint venture Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has Consolidated Financial Statements of its Subsidiaries and Associates and Joint Ventures in terms of the provisions of Section 129(3) of the Companies Act, 2013 and the relevant rules made there under during the financial year.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

There has been no material change in the nature of the business of the subsidiaries. Salient features of the financial statements, details of performance and financial positions of Company’s subsidiaries are brought out in Form AOC-1 is annexed as Annexure - I as a part of this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31st March, 2024 is uploaded on the website of the Company at www.unihealthonline.com

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. G P Kapadia & Co Chartered Accountants (Firm registration No. 104768W), Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company made its recommendation for re-appointment of M/s. G P Kapadia & Co., Chartered Accountants (Firm registration No. 104768W) as the Statutory Auditors of the Company for another term of three years.

M/s. G P Kapadia & Co., Chartered Accountants (Firm registration No. 104768W) have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. The necessary resolution, seeking approval of the members for the re-appointment of M/s. G P Kapadia & Co., Chartered Accountants (Firm registration No. 104768W) as the Statutory Auditors of the Company for a period of three consecutive years

i.e. from the conclusion of Fifteenth Annual General Meeting till the conclusion of Eighteenth Annual General Meeting of the Company to be held in the year 2027 pursuant to Section 139 of the Companies Act, 2013, has been proposed at the ensuing Annual General Meeting of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-2024. The Secretarial Audit Report in Form MR-3 is annexed to this report as “Annexure II”.

AUDITORS REPORT AND SECRETARIAL AUDITORS’ REPORT

The statutory auditors report for the financial year 2023-24 and secretarial audit report for the year 2023-24 does not contain any qualifications, reservations, adverse remarks in their report.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

COST AUDITORS

The maintenance of cost records and cost audit provisions are not applicable to the Company as required under Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the year under report.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation Of Energy

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

b) Technology Absorption

i. Efforts, in brief, made towards technology absorption during the year under review: NIL

ii. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished : Not Applicable

iv. Expenditure incurred on Research and Development: NIL

(c) Foreign Exchange Earnings And Outgo

Foreign Exchange Earnings: Rs.514.20 Lakhs Foreign Exchange Outgo : Rs. 7.41 Lakhs

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as “Annexure III”.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

DEPOSITS FROM PUBLIC

During the period under review, your Company had not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made or securities provided during the year under review in accordance with Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms’ length basis. Accordingly, the disclosure of related party transactions as

required under the Companies Act, 2013, in Form AOC-2 is not applicable to the Company.

The Board of Directors have approved a policy on related party transactions which is placed on the Company’s website at the web link: https://www.unihealthonline.com/codes-policies

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, its Committees and Individual Directors was carried out pursuant to the provisions of the Act in the following manner:

In a meeting of Independent Directors, performance of Nonindependent Directors, the Board as a whole and the Chairman of the Company after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated.

LISTING FEES

The Company has paid the listing fees to NSE Limited for the year 2024-25.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and Code of internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders in accordance with the requirements of the SEBI (Prohibition of insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of insider Trading) 2015 by SEBI (Prohibition of insider Trading) (Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of the Company. Weblink: https:// www.unihealthonline.com/codes-policies

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report is annexed as “Annexure IV”.

CORPORATE GOVERNANCE REPORT

in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME).”

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

The Company has complied with provisions relating to the constitution of internal Complaints Committee and has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your Directors also express their warm appreciation to all employees for their contribution to your Company’s performance and for their superior levels of competence, dedication and commitment to your Company, in India as well as outside India. The Directors express gratitude to Company’s customers and vendors. The Directors are also grateful to you, the Shareholders for the confidence you continue to repose in the Company.