Your Directors are pleasure to present the Fifth Annual Report on the business and operations
of the Company along with audited financials for the period ended 31^stMarch, 2025.

1.FINANCIAL HIGHLIGHTS:

The financial results for the year ended 31^st March 2025 are furnished below.

2. COMPANY STATE OF AFFAIRS

During the financial year 2024-25, the Total Operating Income of the Company increased to
Rs. 4,785.33 lakhs as compared to Rs. 4,303.74 lakhs in the previous year.

The Profit After Tax (PAT) for the year under review was Rs. 420.67 lakhs, as against Rs. 524.84
lakhs in the previous year. The reduction in profitability is primarily attributable to higher
depreciation charges.

Depreciation for the year stood at Rs. 215.80 lakhs, as against Rs. 130.39 lakhs in the previous
year, consequent to additions to fixed assets and capital expenditure undertaken by the
Company.

3. DIVIDEND

Board has not recommended dividend for the financial year 2024-25 keeping in view the long¬
term objectives of the Company.

4. CHANGE IN STATUS OF THE COMPANY

During the year, your company converted itself into a Public Limited Company with effect from
6^th June 2024. Also, your company is listed with BSE SME platform with effect from 21^st February
2025.

5. RESERVES

The Company has not transferred any amount to General reserve during the year.

6. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company

7. SHARE CAPITAL

• During the year the Authorised Share Capital of the Company is Rs.14,00,00,000/- (Rupees
Fourteen Crores only) divided into 1,40,00,000 (One Crore Forty Lakh shares) Equity Shares of
face value Rs. 10/- (Rs. Ten).

• Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors,
in their meeting held on February 18, 2025, has allotted total 38,18,000 (Thirty-Eight Lakh
Eighteen Thousand) Equity Shares Rs. 10/- (Rupees Ten Only) each at price of Rs. 54/-
(Rupees Fifty-Four Only) per Equity Share [Including a share premium of Rs. 44/- (Rupees
Forty-Four Only) Per Equity Share to the successful allottees, whose list have been finalized
by the Company, the Registrar to the issue and merchant banker in consultation with
Bombay Stock Exchange (BSE).

• The Paid-up share capital of the company as on 31^st March, 2025 is Rs. 13,61,30,000/-
(Rupees Thirteen Crores Sixty-One Lakhs and Thirty Thousand Only) divided into 1,36,13,000
Equity Shares of Rs. 10/- each.

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review.

d. RIGHTS ISSUE

The Company has not issued any Rights Issue during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

9. CREDIT RATING

As your company has not availed any credit facility requiring credit rating. Hence, the company
did not obtain credit rating.

10. TRANSFER OF SHARES / AMOUNT TO IEPF

During the year under review, the Company had not transferred any amount or Shares to the
Investor Education and Protection Fund.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts or tribunals that
would impact the going concern status of the Company and its future operations.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Nil

13. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT

The company has an established Internal Financial Control framework including internal
controls over financial reporting, operating controls and anti-fraud framework. The frame work
is reviewed regularly by the Management and tested by internal audit team and presented to
the Audit Committee. Based on periodical testing, the framework is strengthened from time to
time, to ensure adequacy and effectiveness of Internal Financial Control. The established
controls are constantly assessed and strengthened with new / revised standard operating
procedures. The Company has adopted policies and procedures for ensuring adherence to the
Company's policies, safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and reliability of accounting records and timely preparation of reliable
financial disclosures.

14. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the financial year 2024-25, no penalties have been imposed on the company by any
regulatory authorities.

15. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V
of the Companies Act 2013 during the year ended 31^stMarch 2025.

16. INTERNAL AUDITORS

Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014 and based on the recommendations made by the Audit Committee M/s. JV & Co,
Chartered Accountants, Salem has been appointed as the Internal Auditors for carrying out
the Internal Audit of the company for the FY 2024-25.

17. STATUTORY AUDITORS

Section 139 of the Companies Act, 2013 provided for the appointment of Statutory Auditors for a
period of five years and hence M/s P P N AND COMPANY, Chartered Accountant (Firm
Registration No. 013623s), Chennai were appointed as the Statutory Auditors of the Company in
the Annual General Meeting of the Company held on 30^th September 2023 for a period till the
conclusion of the Eighth Annual General Meeting.

18. SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Suryah &
Dinesh Associates LLP, Practicing Company Secretaries, as the Secretarial Auditors of the
Company in the Board Meeting held on 31st March 2025, for the FY 2025-26. The Secretarial
Audit Report issued by the Company's Secretarial Auditor M/s. Suryah & Dinesh Associates LLP
is annexed and forms part of this Report in "Annexure-IN". The report does not contain any
qualification.

19. COST AUDITORS

The Company is required to maintain cost records as specified under Section 148(1) of the
Companies Act, 2013. However, the provisions relating to cost audit are not applicable to the
Company and accordingly, no cost auditor has been appointed

20. STATUTORY AUDITOR'S REPORT

The Statutory Auditors' Report for the Financial Year 2024-25 does not contain any qualification,
reservation or adverse remarks and the same is enclosed with the audited financial
statements in this Annual Report.

21. ANNUAL RETURN

The Draft Annual Return of the Company is available on the company's website:
https://shanmugahospital.com/annual-return/

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange
earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act,
2013, are given in "ANNEXURE - I" to this report.

23. BOARD OF DIRECTORS

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board of Directors is
duly constituted.

% CA Gowri & Mr. Rajkumar Ashwin - Appointed as Independent Director at the EGM on

10.05.2024. # CS Bhoopathy Akilan - Appointed as Independent Director at the EGM on

21.06.2024.

DIRECTORS RETIRING BY ROTATION:

Dr. Panneerselvam Prabu Sankar, Executive Director & Chief Executive Officer and
Dr. Dhandapani Priyadharshni, Non-Executive and Non-Independent Directors of the Company
are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers
themselves for re-appointment.

The profile of Dr. Panneerselvam Prabu Sankar & Dr. Dhandapani Priyadharshni is given in the
Annexure to the Notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNELS:

During the year under review, following changes occurred in the composition of the Board of

Directors and KMP'

Sl. No. Name of the Director/KMP Designation ^Effective Nature of Change

Date

1 Veera Pratap Reddy Gandluru Company Secretary 30.04.2024 Resignation

2 Dr. Rahul Mukherjee Independent Director 10.05.2024 Appointment

3 Anjana Maragatham Company Secretary 02.05.2024 Appointment

4 Dr. Rahul Mukherjee Independent Director 01.06.2024 Resignation

5 Anjana Maragatham Company Secretary 28.06.2024 Resignation

6 Veera Pratap Reddy Gandluru Company Secretary 28.06.2024 Appointment

7 ^{Panneerselvam} Executive Director 30.09.2024 Change in Designation

Jayalakshmi

8 Karuppiah Saravanan Non- ^Executive 30.09.2024 Change in Designation

Director

9 Veera Pratap Reddy Gandluru Company Secretary 24.03.2025 Resignation

10 Kannan Anjana Maragatham Company Secretary 31.03.2025 Appointment

11 Gowri Independent Director 10.05.2025 Appointment

12 Rajkumar AShwin Independent Director 10.05.2025 Appointment

13 B Akilan Independent Director 21.06.2024 Appointment

24. BOARD MEETING

During the year board has met 18 times the details as follows:

25. BOARD COMMITTEE

The company constituted three committees as per the Companies Act, 2013 read with SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015, in order to fulfil the
conditions specified for listing its shares with the Stock Exchange. The committees constituted
by the Board are:

a) . Audit Committee

b) . Nomination Remuneration Committee

c) . Stakeholders Relationship Committee

The Composition and meeting held during the year are annexed as Annexure II.

GENERAL MEETING

During the year under review, the following General Meetings were held, the details of which are
given as under:

26. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of Corporate
Affairs whereby every company having net worth of rupees 500 Crores or more, or turnover of
rupees 1000 Crores or more or a net profit of rupees 5 Crores or more during the immediately
preceeding financial year is mandated to serve the society by contributing at least 2% of the
average net profits of the Company made during the three immediately preceeding financial
years in various CSR activities as defined in Schedule VII of the Companies Act, 2013.

The Company has duly constituted a Corporate Social Responsibility Committee as required
under Section 135 (1) of the Companies Act, 2013 appended as Annexure and the relevant rules
made thereunder and the Board has approved a policy on Corporate Social Responsibility
which is available in the website of the Company. The Annual Report on your Company's CSR
activities is appended as "Annexure-V" to the Board's Report.

27. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES / JOINT VENTURES /
ASSOCIATE COMPANIES DURING THE YEAR

NIL

28. ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee, the
performance of the Board, Managing Director, other Directors, Committees, Key Managerial
Personnel and Senior Executives have been evaluated considering various evaluation aspects.

29. DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Accounting Standards specified under the Companies
(Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the
financial statements.

30. POLICY ON VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of its Board and its Powers) Rules, 2014 the Company has an established
Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to
report concerns about unethical behaviors, actual or suspected fraud, or violation of the
Company's Code of conduct or ethics policy. The policy also provides a direct access to the
Chairman of the Audit Committee to make protective disclosures to the management about
the grievances or violation of the Company's code of conduct. The policy
www.shanmugahospital.com

31. POLICIES

The Board of Directors of the Company have from time to time framed and approved various
Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)
Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if
required. The following policies have been framed and are published in the Company's website

1. Code for Independent Directors.

2. Code of Conduct for Board Members and Senior Management.

3. Policy for determination of Materiality of Events.

4. Policy for Preservation of Documents.

5. Policy on Sexual Harassment of Women at Workplace.

6. Related Party Transaction Policy.

7. UPSI Policy.

8. Vigil Mechanism / Whistle Blower Policy.

9. Terms and Conditions of Appointment of Independent Directors.

10. Nomination and Remuneration Policy.

11. Criteria for making payments to Non-Executive Directors.

12. Policy on Archival of Documents.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy on prevention of Sexual Harassment, in accordance with
the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees are covered under this policy. The Company has
complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH).

The company had not received any Complaints under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the financial year 2024-2025.

33. PREVENTION OF INSIDER TRADING

The Company has adopted a code for prevention of insider trading with a view to regulate
trading and securities by the Directors and designated employees of the Company. The code
requires preclearance for dealing in the Company's securities and prohibits the purchase or
sale of Company's Securities while in possession of unpublished price sensitive information
and during the period when the trading window is closed. The company maintains a structured
digital database called "PIT Archive" software wherein the details of all the designated persons
are being captured in compliance with Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

34. DISCLOSURE OF PARTICULARS OF LOANS/ADVANCES/lNVESTMENTS OUTSTANDING DURING
THE FINANCIAL YEAR

The Company has not given any loans and advances to any other body corporate and
associates as specified under Section 186 of the Companies Act, 2013 during the financial year
2024-25.

The details of the investments made by the Company and guarantees provided by the
Company are given in the notes to the financial statements.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25 the contracts and arrangements entered by the Company
with related parties were on an "arm's length" basis and in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a
potential conflict with the interests of the Company at large. The policy on dealing with Related
Party Transactions as approved by the Board is uploaded on the Company's website.

The details of contracts or arrangements with related parties entered during the year are given
in a separate report as "Annexure-IV".

36. REPORT ON CORPORATE GOVERNANCE, DECLARATION BY CEO AND COMPLIANCE
CERTIFICATE ON CORPORATE GOVERNANCE EITHER FROM A PRACTICING CHARTERED
ACCOUNTANT OR PRACTICING COMPANY SECRETARY

Your company is listed with BSE Small and Medium Enterprise Platform and is exempted from
the disclosures specified in Para C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015. Hence the above disclosures are not applicable to
your Company.

37. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

All the Directors and Senior Management personnel of the Company have affirmed
compliance with the Code of Conduct, as applicable to them, for the financial year ended 31st
March, 2025.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming
part of the Annual Report as "ANNEXURE - VI"

39. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees' remuneration as
per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report
as "Annexure-VII".

40. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (5) OF THE
COMPANIES ACT, 2013

IN TERMS OF PROVISIONS OF SECTION 134(5) OF THE COMPANIES ACT, 2013, YOUR DIRECTORS
CONFIRM THAT:

(i) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with a proper explanation relating to material departures.

(ii) 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 at the end of the financial year and of the profit of
the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

(v) The directors, had laid down internal financial controls and such internal financial controls
are adequate and were operating effectively.

(vi) 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.

41 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the
Company by its officers and employees had been noticed or reported during the year.

42 DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declaration under Section 149
(7) of the Companies Act, 2013, confirming that they are in compliance with the criteria as laid
down in the said Section for being an Independent Director of the Company. Further, there has
been no change in the circumstances which may affect their status as Independent Director
during the year.

The Statement of Declaration of Independence from Independent Directors that they meet the
criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act,
2013 and the relevant rules and Regulation 16(1)(b) of SEBI Listing Regulations has been
obtained from the Independent Directors and the Board has taken on record the same. All the
Independent Directors have registered with the databank of Independent Directors developed
by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of
the Act, 2013 and obtained Independent Director registration certificate. Further the
Independent Directors have also declared that in the event of expiry of their registration with
the Data bank, they shall take the necessary steps to renew their registration in accordance
with the applicable provisions of the Companies Act 2013 read with rules made thereunder.

43. THE DETAILS OF APLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR

Your Company confirms that no application against the Company has been filed or is pending
under the Insolvency and Bankruptcy Code 2016 during the year under review. Your Company
further confirms there are no past applications or proceedings under the Code.

44. SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards in pursuant to the
directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of
India during the year.

45. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS. 2015.

46. 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

NIl

47. INTELLECTUAL PROPERTY OF COMPANY

We are proud to report that our company successfully applied for and received approval for
two trademarks from the Office of the Controller General of Patents, Designs and Trade Marks.
These registered trademarks mark a significant milestone in protecting our brand identity and
reinforcing our commitment to innovation and quality. Securing these rights ensures legal
protection and strengthens our market presence. It also reflects our strategic focus on building
long-term value through intellectual property. The trademarks will play a vital role in
distinguishing our products and services in a competitive landscape. We remain committed to
safeguarding our brand and expanding our IP portfolio in the years ahead.

48. BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE 'LISTING CENTRE')

BSE's Listing Centre is a web-based application designed for corporate. All periodical
compliance filings like shareholding pattern, financial results, reconciliation of Share capital
audit, among others are also filed electronically on the Listing Centre.

49. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

Investors' complaints are processed in a centralized web-based complaints redress system.
The salient features of this system are: Centralized database of all complaints, online upload of
Action Taken Reports (ATRs) by concerned companies and online viewing by investors of
actions taken on the complaint and its current status. The Company regularly redresses the
complaints if any, on SCORES within stipulated time.

50. DESIGNATED EXCLUSIVE EMAIL-ID

The Company has designated the email-id: secretarial@shanmugahospital.com exclusively for
investor servicing.

51. LISTING FEES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE
Limited, Stock Exchange where the company's shares are listed.

52. ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of the Company wishes to place on record their deep sense of gratitude
to all the Shareholders of the Company for their consistent support and continued faith
reposed in the Company. The Board also expresses its deep sense of appreciation to the
various Central and State Government Departments, Bankers, Organizations and Agencies,
external Professionals associated with the Company for their help and co-operation extended
by them and last but not the least, to Employees at all levels for their hard work and
commitment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr.P.S. PANNEERSELVAM Dr. P. Prabu Sankar

Managing Director Director & CEO

DIN:08772887 DIN: 08772888

PLACE: SALEM
DATE: 12.08.2025