Your Directors have pleasure in presenting their Forty Second Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31, 2025.

1. Financial highlights for the financial year ended March 31, 2025

2. Dividend

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

Your Company has formulated a Dividend Distribution Policy in compliance with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015. This is also available on the Company's website and can be accessed at:
https://www.kauveryhospital.com/investors#.

3. Reserves

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

4. Business and Operations Review

The Company's total Operating income increased by 30.72% to Rs. 23159.76 lakhs during the financial year 2024-25 as compared to
Rs.17717.53 lakhs in the previous financial year.

Your Company has earned Profit after tax of Rs. 2142.70 lakhs for the financial year 2024-25 as against Rs.3037.93 lakhs achieved during
the previous financial year.

5. Information on state of Company’s affairs

Information on operational and financial performance etc., is provided in the Management Discussion and Analysis Report, which
is annexed to the Boards' Report and has been prepared inter-alia in compliance with the terms of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from to time (“SEBI Listing Regulations"),
2015.

6. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain
independence of the Internal Audit function, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Audit Team along with the process team monitors and evaluates the efficacy and adequacy of internal control systems
in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report
of internal audit, corrective actions in the respective areas are undertaken and controls strengthened. Significant audit observations
and corrective actions thereon are reported to the Audit Committee of the Board.

7. Disclosure of particulars of loans/guarantees/investments 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 (“the Act") during the financial year 2024-25.

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

8. Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.

9. Statutory Auditors

Section 139 of the Companies Act, 2013 provides for the appointment of Statutory Auditors for a period of five years and hence, M/s
Deloitte Haskins & Sells, Chartered Accountants (Registration No.008072S), Chennai were re- appointed as the Statutory Auditors of
the Company for a second term in the Annual General Meeting of the Company held on 27^th September, 2024 for a period of five years
till the conclusion of the Forty Seventh Annual General Meeting.

Accordingly, M/s. Deloitte Haskins & Sells will continue as Statutory Auditors of the Company till the financial year 2028-29.

10. The 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 or courts or tribunals that may have an impact for the company
as a going concern and /or company's operations.

Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016. The
Company has not done any one-time settlement with any Bank or Financial Institutions.

11. Closure of Register of Members and Share Transfer Books

The Register of Members and Share Transfer Books of the Company will be closed suitably prior to holding Annual General Meeting
of the Company for the Financial Year 2024-25.

12. Qualifications or reservations or adverse remarks by the Auditors:

The Board observed that there are no qualifications or reservations or adverse remarks by the Statutory Auditors.

The Board also observed that there are no qualifications or reservations or adverse remarks by the Secretarial Auditors other than
specified in the Secretarial Audit Report in form MR-3.

13. Share Capital

As at the end of the financial year, the Company's Authorized Equity Share Capital stands at Rs. 2500 lakhs and paid-up Equity Share
Capital stands at Rs. 1630.85 Lakhs consisting of 1630.85 lakhs fully paid up Equity Shares of Re. 1 each. During the financial year, the
Company has not issued any shares.

The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or employee stock
purchase scheme. No shares have been transferred to Suspense account in terms of Regulation 39 of the SEBI Listing Regulations.

14. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in the SEBI Listing Regulations.

A separate report on Corporate Governance along with Practicing Company Secretary's Certificate on compliance of the Corporate
Governance norms as stipulated in Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are provided in the Annual
Report of the Company.

15. Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended the name and other particulars of employees are to be set out
in the Annexure - 4 forming part of this Boards' Report. However, as per provisions of Sec 136(1) of the Companies Act, 2013 read with
relevant proviso of the Act, the Annual Report (Boards' Report) is being sent to Members excluding the information relating to 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. The said information
is available for inspection by the members at the Registered Office of the Company. Any member interested in obtaining such
particulars may write to the Company and the same will be furnished.

16. Business Responsibility & Sustainability Reporting

In terms of Regulation 34 of SEBI Listing Regulations, the Business Responsibility & Sustainability Report for the financial year 2024-25
describing the initiatives taken by the Company towards Environment, Social and Governance (ESG) parameters & the performance
against the nine principles of the ‘National Guidelines on Responsible Business Conduct' (NGRBCs), is as per the format prescribed
by SEBI in the Annual Report.

17. Details of Holding, Subsidiaries, Associate/Joint Venture Companies:

The Company is a subsidiary of Sri Kauvery Medical Care (India) Limited, which holds 75% of shares in the Company. The Company
does not have any subsidiary, Associate or Joint Venture Companies.

18. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act,
2013, dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the
Central Government viz., Investor Education and Protection Fund (“IEPF"). There are no amounts which remain unpaid/unclaimed for
a period of seven years and hence no amount has been transferred to “IEPF".

19. Copy of Annual Return

The duly certified copy of Annual Return for the Financial Year ended 31^st March 2025, as prescribed under Section 92 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, as amended shall be placed on the website of the company after
the Annual General Meeting and the same can be accessed at http://www.kauveryhospital.com/investors#.

20. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars required to be given as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are as under:

i. Conservation of energy-

The operations of the Company, being a Healthcare service provider, are not energy-intensive and require normal consumption of
electricity. Even so, the Company has been taking significant steps to reduce consumption by using energy-efficient measures, some
of which are as follows:

a. Usage of 100% LED lights across hospital units, which are high-energy efficient and long-lasting. Their low heat emission and
compatibility with smart controls support energy conservation and operational efficiency.

b. Installation of Brushless DC fans which consumes up to 60% less power than conventional fans and stabilizes performance even
during voltage fluctuations.

c. Installation of Star-rated HVAC systems which helps reducing energy consumption by adhering to BEE (Bureau of Energy
Efficiency) standards. These systems ensure efficient cooling and heating, leading to lower electricity costs, improved indoor air
quality and reduced environmental impact.

d. Variable frequency drives controlled Air Handling Units installed in units enables hospitals to adjust the motor speeds in AHUs,
pumps and compressors based on demand.

e. Implementation of Building Management Systems (BMS), in one of its unit, which enables centralized monitoring and intelligent
control of hospital utilities like HVAC and lighting, ensuring optimal energy use.

f. Adoption of group captive renewable energy sources like windmills, solar energy (around 78% of total energy mix) which enables
hospitals to source a major portion of their power from clean energy, ensuring cost savings and compliance with sustainability
goals. The Company achieved cost savings of over INR 80.5 Lakhs through the use of renewable energy sources in the financial
year.

The Company remains committed to continuously enhancing its energy efficiency initiatives and is targeting a shift to 100% renewable
energy usage by the end of the next financial year among other measures. As energy costs comprise a very small portion of your
Company's total expenses, the financial implications of these measures are not material.

ii. Technology absorption-

The Company has continued to adopt and integrate advanced technologies to enhance operational efficiency, patient care and
resource optimization. Key areas on technological improvements include:

• Conversion to electronic prescriptions has been implemented to enhance accuracy, reduce medication errors and ensure
record-keeping and patient safety. The adoption of EMR (Electronic Medical Records) has also led to a significant increase in
computerized order entry through connected pharmacy and laboratory ordering system, streamlining pharmacy workflows.

• Scaling up of the Connected ICU program which enables real-time monitoring of critical patients through advanced sensors and
digital platforms, allowing timely-interventions and support.

• Elevation of Robotic Process Automation, fully supported by Kauvery's own team, has streamlined routine administrative tasks,
enhancing efficiency, accuracy and turnaround times.

• The GRN (Good Receipts Notice) processing system was also automated, which processes approximately 4300 documents a
month automatically and has significantly reduced manual intervention.

• Kauvery's CRM initiative, CHARM, has strengthened patient engagement by bringing all patient interactions and service
touchpoints under a single unified platform, enabling personalized communication and better service tracking throughout the
care journey.

The Company and its units were awarded various certifications in recognition of its innovative digital healthcare initiatives and
infrastructure, including ISO27001:2022 certification, Platinum level in the inaugural NABH Digital Health Assessment. It will continue
to adopt and advance digital solutions to enhance patient care, operational efficiency and sustainability.

iii. Foreign Exchange earnings and outgo

21. 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 preceding 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 preceding financial years in various CSR activities as defined in Schedule VII of the
Companies Act, 2013.

Further, in terms of the CSR Rules, the CFO has certified to the CSR Committee that the funds disbursed for CSR have been used for
the purpose and in the manner approved by the Board for financial year 2024- 2025.

The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135 (1) of the Companies
Act, 2013 and the relevant rules made thereunder.

The Board has approved and established a policy on Corporate Social Responsibility which is available in the website of the Company
at http://www.kauveryhospital.com/investors#.

The Annual Report on your Company's CSR activities along with the Composition of the CSR committee is appended as Annexure-3
to the Board's Report.

22. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 & 203 of the Companies Act, 2013, the Board of Directors is duly constituted. The Directors
and Key Managerial Personnel as on date of this report are:

‘During the financial year under review, following changes occurred in the composition of the Board of Directors / KMP:

‘‘After the Financial year and till the date of this report, following changes occurred in the composition of Board of Directors / KMP:

Details of the composition of the Board and that of various Committees of the Board as at the end of the FY 2024-25 are provided in
the Corporate Governance Report annexed to the Annual Report.

23. Declaration 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 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.

24. Appointment of Independent Directors during the Financial Year:

The details of Independent Directors appointed in the Company during the financial year is mentioned below:

The integrity and expertise of the Independent Directors appointed during the financial year is provided in the Corporate Governance
Report which forms part for the Annual Report.

25. Policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive attributes,
independence of a director

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and
appointment of Directors, Senior Management as per Section 178(3) of the Companies Act, 2013 which fulfills all the applicable criteria
as required under the provisions of the Act. The summary of Remuneration Policy is stated in the Corporate Governance Report which
forms part of the Annual report.

26. 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 other than the Material Related Party Transaction entered with Sri Kauvery Medical Care
(India) Limited, Promoter of the Company for a value not exceeding Rs. 30 Crores during the financial year pursuant to the approval
of the Board of Directors on February 12, 2025 and Shareholders' approval obtained through Postal Ballot on March 22, 2025. The
details of contracts or arrangements or transactions not at Arm's length basis and the details of material contracts or arrangements
or transactions at Arm's length basis entered during the financial year are given in this report as Annexure 1 in AOC-2.

The policy on dealing with Related Party Transactions as approved by the Board is available on the Company's website and the same
can be accessed at http://www.kauveryhospital.com/investors#.

27. Risk Management

The Company has developed and implemented a robust Risk Management Policy to identify, assess, monitor and mitigate various
risks that the company may face in its business. The Board and Risk Management committee approaches, identifies and categorizes
the major risks relating to Operations, Business, Finance, Legal, Regulatory and other risks periodically that may affect the operations
and profitability of the business. The Company's objective is to achieve a balance between acceptable levels of risk and reward in
effectively managing its Operational, Financial, Business, Legal, Regulatory and other risks which are carried out through the Risk
Management Committee/ Audit committee which meets at periodic intervals.

The composition of the Risk Management Committee and the brief description of terms of reference of such committee is detailed
in the Corporate Governance Report which forms part of the Annual Report of the Company.

28. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors or the Secretarial Auditors to
report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

29. Secretarial Audit Report

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. Alagar & Associates, Practicing Company Secretary, Chennai as the Secretarial Auditors
of the Company in the Board Meeting held on 12^th February 2025, for the FY 2024-25. The Secretarial Audit Report issued by the
Company's Secretarial Auditor M/s. Alagar & Associates, Practising Company Secretary is annexed and forms part of this Report in
Annexure-2.

30. Number of meetings of Board

The details of the number of meetings of the Board of Directors are included as a part of Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

31. Composition of Audit Committee

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the Companies Act,
2013 read with Regulation 18 of the SEBI Listing Regulations. The details of the Audit Committee are included as a part of Corporate
Governance Report which forms part of the Annual Report of the Company.

32. Details of establishment of Vigil Mechanism

The Company believes in conducting its affairs in a fair and transparent manner and adopts highest standards of professionalism,
integrity and ethical behavior.

Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015, the Company has formulated and
established a Vigil Mechanism for Directors and employees to report genuine concerns to the Chairman of the Audit Committee. The
policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper
practices in the Company. The Whistle Blower Policy/ Vigil Mechanism of the Company is available in the website of the Company and
the same can be accessed at http://www.kauveryhospital.com/investors#.

33. Prevention of Insider Trading

The Company has adopted a code for prevention of insider trading termed as “Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons" with a view to regulate the trading of securities by the Directors and other designated persons of the
Company. The code requires pre-clearance for dealing in the Company's securities and prohibits the purchase or sale of Company's
Securities by the Designated Persons and their immediate relatives (who is either dependent financially on such person or consults
such person in taking decisions relating to trading in 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 “Vigilant" software wherein the details of all the designated persons and
their immediate relatives (who is either dependent financially on such person or consults such person in taking decisions relating to
trading in securities) are being captured in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.

34. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 19 of the SEBI Listing Regulations, the Board of Directors
of the Company has completed a formal evaluation of their performance and that of its Committees and individual directors. The
evaluation was carried out through a digital platform with an online questionnaire method, consisting of questions with quantitative
parameters. The performance of the Individual Directors, including Independent Directors were evaluated through peer evaluation.
The performance review of Non-Independent Directors was carried out by the Independent Directors in their separate meeting held
during the financial year.

35. Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the financial year to review the performance of the Non-Independent
Directors, Chairman (after taking into account the views of Executive and Non-Executive Directors of the Company) and Board as a
whole and also assess the quality, quantity and timeliness of the flow of information between the Company's management and the
Board.

During the Financial Year under review the Independent Directors met on 11^th February, 2025 and all the Independent Directors
attended the Meeting without the presence of the Non-Independent Directors and the members of the management.

36. Listing fees:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2024-25 to BSE Limited, Stock Exchange where
the company's shares are listed.

37. 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) to redress the complaints with respect
to sexual harassments.

The Company had not received any Complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 during the financial year 2024-25

38. 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 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.

39. Material changes and commitments affecting financial position between the end of the financial year and the date of the
report

There is no change in the nature of business of the Company during the financial year. There are no material changes and commitments
in the business operations of the Company since the close of the financial year on 31^st March, 2025 till the date of this report.

40. Familiarization Programme for Independent Directors

The Independent Directors are provided with necessary documents, reports and internal policies to enable them to familiarize
with the Company's procedures and practices. The Independent Directors are further being continuously provided with ongoing
familiarization programs which includes the Company's operations, financial parameters, working capital management, litigations,
compliances, fund flows, regulatory updates, etc.

The details of such familiarization programmes for the Independent Directors for the Financial year 2024-2025 are posted on the
website of the Company and the same can be accessed at http://www.kauveryhospital.com/investors#.

41. Applicability of maintenance of Cost Records as Specified by the Central Government

As per Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Company is
maintaining Cost Records as specified by the Central Government.

The Company had appointed M/s G Sugumar & Co, Cost Accountants (Registration No. 102522), Chennai, for auditing the cost records
of the Company for the FY 2024-25.

42. Secretarial Standards

The Company has complied with the applicable Secretarial Standards, as amended from time to time.

43. Acknowledgments

Your Directors thank the Company's shareholders, Government Agencies, Banks, financial institutions and other stakeholders for
their continued support and co-operation to the Company. Your Directors place on record their appreciation for the contribution
made by the employees, consultants and officers of the Company during the financial year under report.

For and on behalf of the Board of Directors

Dr S Manivannan Dr S Chandrakumar

Place: Chennai Managing Director Executive Chairman (Whole-time)

Date: May 28, 2025 DIN: 00910804 DIN: 01867847