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Entero Healthcare Solutions Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 4335.43 Cr. P/BV 2.58 Book Value (Rs.) 386.76
52 Week High/Low (Rs.) 1564/978 FV/ML 10/1 P/E(X) 45.72
Bookclosure EPS (Rs.) 21.79 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present their Seventh Annual Report of Entero Healthcare Solutions Limited (“the Company")
along with the Audited Financial Statements for the Financial Year (“FY") ended March 31,2025.

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

For the financial
year ended
March 31,2025

For the financial
year ended
March 31, 2024

For the financial
year ended
March 31, 2025

For the financial
year ended
March 31,2024

Net Sales /Income from Business Operations

4,086.70

3,181.61

50,957.80

39,223.10

Other Income

1,143.69

899.25

395.05

144.13

Total Income

5,230.39

4,080.86

51,352.85

39,367.23

Total Expenses

4,491.78

3,837.21

49,965.46

39,011.68

Profit / (loss) before tax and exceptional item

738.61

243.65

1,387.39

355.55

Exceptional Item

470.81

0.00

0.00

0.00

Less: Current Income Tax

0.00

0.00

257.99

133.78

Less: Previous year adjustment of Income Tax

0.00

0.00

(1.90)

0.00

Less: Deferred Tax

75.99

(140.75)

56.96

(176.22)

Net Profit after Tax

191.81

384.40

1,074.34

397.99

Total Comprehensive Income

192.97

385.45

1,079.21

395.82

Less: Minority share of profits/ Losses

0

0

127.54

6.90

Earnings per share (Basic) in INR Actual

4.41

10.63

21.80

10.81

Earnings per share (Diluted) in INR Actual

4.40

10.63

21.76

10.81

FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial
Statements of the Company for FY 2024-25 are prepared in
compliance with the applicable provisions of the Companies
Act, 2013 ('the Act'), Indian Accounting Standards ('Ind AS')
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended ('SEBI Listing Regulations').

In accordance with the provisions of Section 129(3) of the
Act, the audited consolidated financial statements are also
provided in the Annual Report.

The revenue from operations on Standalone basis for FY
2024-25 stood at INR 4,086.70 million as against INR 3,181.61
million for FY 2023-24, whereas the profit for FY 2024-25
stood at INR 191.81 million as against profit of INR 384.40
million for FY 2023-24.

The revenue from operations on consolidated basis for FY
2024-25 stood at INR 50,957.80 million as against INR

39,223.10 million for FY 2023-24. Whereas the Profit for FY
2024-25 stood at INR 1,074.34 million as against profit of INR
397.99 million for FY 2023-24.

The Company's performance has been discussed in detail in
the “Management Discussion and Analysis Report" which
forms a part of this Report.

Dividend

In order to conserve the resources of the Company, the Board
has not recommended any dividend for the Financial
Year under review. In accordance with the Listing
Regulations, the Company has adopted a Dividend
Distribution Policy, which is available on its official website at
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php
.

Transfer to Reserves

The Company does not propose to transfer any amount to
the General Reserve.

Deposits

The Company has not accepted any deposits from the public/
members during the year under review and accordingly no
amount on account of principal or interest on public deposits
was outstanding as on March 31,2025.

Share Capital

A. Authorised Share Capital

There was no change in authorised share capital of
the Company during the year under review.

B. Changes in Issued, Subscribed and Paid-up Share
Capital

During the Financial Year 2024-25, the existing Issued,
Subscribed, and Paid-up Equity Share Capital of the
Company increased from INR 43,49,37,670/- Indian
Rupees Forty-Three Crores Forty Nine Lakhs Thirty-
Seven Thousand Six Hundred and seventy only)
divided into 4,34,93,767 equity shares of INR 10/-
each to INR 43,50,77,070/- (Indian Rupees Forty-Three
Crores Fifty Lakhs Seventy-Seven Thousand and
Seventy only) divided into 4,35,07,707 equity shares
of INR 10/-, pursuant to the allotment of 13,940 equity
shares of INR 10/- each against the exercise of options
granted under the Entero Employees Stock Option
Plan, 2023 (“ESOP 2023").

Employees' Stock Option Plan ("ESOPs")

The Company has Employee Stock Option Plan namely,
Entero Employees Stock Option Plan, 2023 (“ESOP 2023")
which is administered by Nomination and Remuneration
Committee (“NRC"). The said ESOP 2023 is in compliance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(hereinafter referred to as “SEBI SBEB & SE Regulations"). No
alterations were made in ESOP 2023 during the year. During
the year under review, 75,600 fresh options were granted to
employees of the Company and 13,940 options were
exercised by the employees of the Company.

The Secretarial Auditors of the Company have provided a
certificate stating that the aforesaid ESOP Plans have been
implemented in accordance with SEBI SBEB & SE Regulations
and are in accordance with the approval of shareholders of
the Company. The certificate will be available for inspection
by members at the ensuing Annual General Meeting (“AGM").

Disclosures as required under Regulation 14 of SEBI SBEB & SE
Regulations, are available on the website of the Company at
https://www.enterohealthcare.com/investor/investors_infor
mation/esop-disclosure.php.

Credit Rating

During the Financial Year 2024-25, the Company did not have
any outstanding term loans. Consequently, the credit rating
previously assigned by India Ratings and Research, a Fitch
Group Company (“Credit Rating Agency") was withdrawn.

Further the long-term issuer rating was upgraded to 'IND A-'
from 'IND BBB'

Subsidiaries, Associates and Joint Ventures

As on March 31, 2025 the Company had 47 Subsidiaries and
there are no associate companies or joint venture companies
within the meaning of section 2(6) of the Companies Act,
2013 (“Act").

Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, the statement containing
salient features of each of the Subsidiaries included in the
Consolidated Financial Statements is provided in Form AOC-1
and forms part of this Annual Report.

During the FY 2024-25 the following changes have taken
place in the subsidiaries of the Company:

• The Company's Subsidiary namely Getwell Medicare
Solution Private Limited had allotted equity shares on
rights basis to the existing equity shareholders in March
2025. Pursuant to the said rights issue, the Company's
Shareholding in Getwell increased from (85%) to (95.20%)
and the Company acquired balance (4.80%) equity shares
from the erstwhile promoters, resulting in Getwell
becoming wholly-owned subsidiary of the Company.

• The Company has acquired 80% of the shareholding of
Avenir Lifecare Pharma Private Limited and Gourav
Medical Agencies Private Limited each, 60% of the
shareholding of Peerless Biotech Pharma Private Limited,
70% of the shareholding of Sai Pharma Distributors
Private Limited and Srinivasa Lifecare Private Limited each
and thus they have become Subsidiaries of the Company.

• The Company has acquired 100% of the shareholding of
Suprabhat Pharmaceuticals Private Limited, Devi Pharma
Wellness Private Limited and Ujjain Maheshwari Pharma
Distributors Private Limited and thus they have become
wholly-owned Subsidiaries of the Company.

• Zennx Software Private Limited being non-operational
has been struck off w.e.f. May 01,2025. Two (2) of wholly-
owned subsidiaries which are non-operational namely
Quromed Lifesciences Private Limited and Rimedio
Pharma Private Limited are currently under the process
of voluntary strike off.

• During the year, Novacare Healthcare Solutions Private
Limited, has become a material subsidiary in accordance
with the provisions of the SEBI Listing Regulations read
with the Company's Policy on Material Subsidiaries.

The policy for determining material subsidiaries of the
Company is available on the Company's website at URL:
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php
.

There has been no material change in the nature of the
business of the Subsidiary Companies.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act are given in the notes
to the financial statements.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed
under Part B of Schedule V read with Regulation 34(3) of the
Listing Regulations is provided in a separate section and
forms part of this Annual Report.

Corporate Governance

Pursuant to Regulation 34 of the SEBI Listing Regulations,
Report on Corporate Governance along with the certificate
from a Practicing Company Secretary certifying compliance
with conditions of Corporate Governance is provided in a
separate section and forms part of this Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the
Company for the year ended March 31,2025, is provided in a
separate section and forms part of this Annual Report and is
also made available on the website of the Company at
www.enterohealthcare.com.

Board of Directors and Key Management Personnel
Appointment/ Re-appointment of Directors

During FY 2024-25, the following changes took place in the
Board composition:

Appointment(s)

Mr. Kevin Rohitbhai Daftary (DIN: 10637792) was appointed
as Additional Director (Non-Executive Non-Independent
Director), in terms of Section 161 of the Act with effect from
May 29, 2024 and subsequently, the members at their Annual
General Meeting held on August 28, 2024 have approved his
appointment as a Non-Executive Non-Independent Director,
liable to retire by rotation.

Cessation(s) / Resignation(s)

During the year under review Mr. Vipul Indravadan Desai
(DIN: 08350894) stepped down as Non-Executive Non¬
Independent Director (Nominee Director) of the Company
with effect from May 29, 2024.

Retire by Rotation of Mr. Prem Sethi (DIN: 07077034),
Whole Time Director & COO

Mr. Prem Sethi (DIN: 07077034), retires by rotation at the ensuing
AGM and being eligible, has offered himself for re-appointment.
The Board recommends his re-appointment. A resolution
seeking Shareholders' approval for his re-appointment along
with other required details forms part of the Notice.

Mr. Prem Sethi is not debarred or disqualified from holding
the office of Director by virtue of SEBI Order or any other
authority pursuant to BSE Circular pertaining to enforcement
of SEBI Orders regarding appointment of Directors by Listed
Companies.

Key Managerial Personnel (KMPs) and Senior Managerial
Personnel (SMPs)

The following persons have been designated as the Key
Managerial Personnel pursuant to Sections 2(51) and 203
read with Companies (Appointment and Qualifications of
Directors) Rules, 2014 and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Prabhat Agrawal, Managing Director and Chief
Executive Officer

2. Mr. Prem Sethi, Whole time Director and Chief
Operating Officer

Changes in KMP
Appointment:

1. Ms. Sanu Kapoor was appointed as Company Secretary
and Compliance Officer w.e.f. January 16, 2025.

2. Mr. Balakrishnan Natesan Kaushik was appointed as
Group Chief Financial Officer w.e.f. April 11,2025.

Cessation:

1. Mr. Jayant Prakash resigned as Vice President -
General Counsel, Company Secretary and Compliance
Officer w.e.f. December 12, 2024.

2. Mr. Venkataramana Ram Chebolu (Mr. CV Ram)
resigned as Group Chief Financial Officer w.e.f. April
10, 2025.

The details of the Senior Managerial Personnel forms part of
Corporate Governance Report.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors confirming that they meet with the
criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting
their status as Independent Directors of the Company and in
the opinion of the Board, the Independent Directors fulfill the

conditions specified under the Act and the Listing
Regulations and are Independent of the management.

In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgement and without any external influence

Familiarization Programme for Directors

In compliance with the requirements of Regulation 25(7)
of the Listing Regulations, disclosure pertaining
to familiarization programmes for Directors can
be accessed on the website of the Company at
https://www.enterohealthcare.com/investor/corporate-
governance/independent-directors.php

Meetings:

During the Financial year 2024-25, Ten (10) meetings of Board
of Directors were held. The intervening gap between two
consecutive meetings was within the period prescribed
under the Companies Act 2013 and Secretarial Standards on
Board Meetings as amended from time to time. Details of
Board Meetings and attendance of the Directors are provided
in Corporate Governance Report which forms a part of this
Annual Report.

Performance Evaluation

The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, has adopted a
Policy and criteria for evaluation of the Board, its Committees
and Individual Directors. The performance of the Board and
its Committees were evaluated after seeking inputs from all
the Directors on the basis of criteria such as the composition
and meetings, role & responsibilities and overall effectiveness
of the Board & Committees. Evaluation of the performance of
all Individual Directors (including Independent Directors and
Chairperson) was also done during the year.

Pursuant to Schedule IV of the Act read with Regulation 25 of
SEBI Listing Regulations, the Independent Directors met on
March 21, 2025, without the presence of Non-Independent
Directors. Further, details regarding this are mentioned in the
Corporate Governance Report forming part of this Annual
Report.

Remuneration Policy and Criteria for Appointment of
Directors

The Nomination and Remuneration Policy of the Company
provides roles and responsibilities of the Nomination and
Remuneration Committee and the criteria for evaluation of

the Board and compensation of the Directors and senior
management. Further the assessment and appointment of
members to the Board is based on a combination of criterion
that includes ethics, personal and professional stature,
domain expertise and specific qualification required for the
position. The potential Independent Board member is also
assessed on the basis of independence criteria defined in
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act,
2013 and Regulation 19(4) of the Listing Regulations and on
recommendation of the Nomination and Remuneration
Committee, the Board has adopted a policy including criteria
for determining the qualification, positive attributes,
independence and other matters for appointment and
remuneration of Directors, Key Management Personnel and
Senior Managerial Personnel. The said Policy is uploaded on
the website of the Company at www.enterohealthcare.com
and is followed for respective appointment(s).

The remuneration paid to the directors is as per the terms laid
out in the Nomination and Remuneration Policy of the
Company.

Board Committees

In compliance with the Statutory requirements, the Company
has constituted committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Risk Management Committee. The
Company had also constituted Internal Finance Committee
on June 26, 2024 for matters inter-alia related to availing of
borrowings, invest the funds and providing guarantees.

A detailed update on the Board, its composition, governance
of committees, terms and reference of various committees,
number of committee meeting held during the year is
provided in the Corporate Governance Report, which forms a
part of this Annual Report.

During the year, all recommendations made by the
committees were approved by the Board.

Risk Management

The Board of the Company formed a Risk Management
Committee to frame, implement and monitor the Risk
Management Policy of the Company. The Committee is
responsible for monitoring and reviewing the Risk
Management Policy and ensuring its effectiveness. The major
risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuous basis.

The Company has developed and implemented
the risk management policy for the company. The risk
management policy approved by the Board of
Directors is available on the website of the company at
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php
.

Internal Financial Control system and adequacy

The Board has adopted systems, policies and procedures for
efficient conduct of business, operations, safeguarding its
assets and prevention of frauds. This ensures accuracy and
completeness of accounting records and its timely
preparation.

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your
Directors state that:

1. in the preparation of the annual accounts for the FY
2024-25, the applicable accounting standards had
been followed along with proper explanation relating
to material departures, if any;

2. the directors have 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 for the financial year ended March 31,2025,
and of the profits and loss of the Company for that
period;

3. 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;

4. the directors have prepared the annual accounts on a
going concern basis;

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

6. the directors, had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

Related Party Transactions

The Company has formulated a Policy on Related Party
Transactions in accordance with the provisions of Sections 177
and 188 of the Act and Rules made thereunder read with
Regulation 23 of SEBI Listing Regulations, and the same is
available on the website of the Company at
www.enterohealthcare.com.

During the year under review, all transactions entered into by
the Company with Related Parties as defined under the Act and
the Listing Regulations, were in the ordinary course of business
and on an arm's length basis and there were no material related
party transactions as per the materiality threshold limit during
the year under review. The required Form AOC-2 is annexed as
Annexure-I for the particulars of related party transactions to be
disclosed under Section 134(3) (h) of the Act.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the
Note. 48 of the standalone and Note. 50 of the consolidated
financial statements, respectively, forming part of this Annual
Report.

Compliance with Downstream Investment requirements

During the year under review, the Company had complied
with applicable requirements in respect of Downstream
Investment(s) made during the year, as per Foreign Exchange
Management (Non-debt Instruments) Rules, 2019, issued by
Reserve Bank of India (“RBI") and has obtained a certificate
from the Statutory Auditors of the Company in respect of the
same. The auditors certificate would be available at Annual
General Meeting for inspection by members.

Vigil Mechanism/ Whistle Blower Policy

The Company has Whistle-Blower Policy (Whistle-Blower/
Vigil Mechanism) to report concerns. Under this policy,
provisions have been made to safeguard persons who use
this mechanism from victimization.

The policy also provides access to the chairperson of
the Audit Committee under certain circumstances. The
said Policy is also available on the Company's website
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php
.

Statutory Auditors

The Members at the AGM held on August 28, 2024,
approved the appointment of M/s. M S K A & Associates (Firm
Registration No. 105047W), Chartered Accountants, as the
statutory auditors of the Company for a period of five years
commencing from the conclusion of the 6th AGM held on
August 28, 2024, until the conclusion of 11th AGM of the
Company to be held in the year 2029.

The report of the Statutory Auditors forms part of the Annual
Report for FY 2024-25. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the

Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, M/s. Ranjeet Pandey & Associates,
Practicing Company Secretaries (Membership No. F5922,
Certificate of Practice 6087) were appointed to conduct the
Secretarial Audit of the Company for Financial Year 2024¬
2025. The Secretarial Audit Report for FY 2024-25 is attached
as "
Annexure-II A".

The Secretarial Auditor's certificate confirming compliance
with conditions of corporate governance as stipulated under
Listing Regulations, for financial year ended March 31, 2025
also forms part of this Report.

Pursuant to recommendation of the Audit Committee, the
Board of Directors proposes and recommends to the
members of the Company for appointment of M/s. BNP &
Associates, a peer reviewed firm of Practicing Company
Secretaires, as Secretarial Auditors for carrying out Secretarial
Auditor of the Company for a period of 5 years i.e. for April 01,
2025 to March 31,2030.

The observations and comments given by the Secretarial
Auditor in their Report are self-explanatory and hence do not
call for any further comments under Section 134 of the Act.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed
company is required to annex the secretarial audit report of its
material unlisted subsidiary in India to its Annual Report.
Novacare Healthcare Solutions Limited ("
Novacare") has been
identified as Material Unlisted Subsidiary of the Company in
India for FY25 and accordingly the Company is annexing the
Secretarial Audit Report of Novacare as "
Annexure II B"

Significant and Material Orders Passed by the Courts/
Regulators

During FY 2024-25, there were no significant and/or material
orders, passed by any Court or Regulator or Tribunal, which
may impact the going concern status or the Company's
operations in future.

Corporate Social Responsibility

Based on the applicable provisions, the Company has adopted a
CSR Policy. The said Policy is also available on the Company's
website https://www.enterohealthcare.com/investor/corporate-
governance/policies.php
.

However, provisions relating to CSR spent were not
applicable to the Company during FY 2024-25. Therefore,
there is no requirement of providing Annual Report on CSR
activities, in terms of Section 135 of the Act and the Rules
framed thereunder.

Information Required Under Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace.
All women associates (permanent, temporary, contractual
and trainees) as well as any women visiting the Company's
office premises or women service providers are covered
under this Policy.

All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment
whether physical, verbal or psychological.

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee (ICC)
under the Prevention of Sexual Harassment Act to redress
complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI
(Listing Obligations and Disclosure Requirement)
Regulations, 2015 in this regard is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial
Year:
Nil

c. No. of complaints pending as on end of Financial Year:
Nil

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to 'Meeting of Board of Directors' and
'General Meetings' respectively have been duly complied by
the Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act, read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are attached as
Annexure-III forming part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing
remuneration in excess of limits set out in said rules forms part
of this Report. Considering the provisions of Section 136 of the

Act, the Annual Report, excluding the aforesaid information, is
being sent to the Members of the Company and others
entitled thereto. The said information is available for inspection
at the registered office of the Company or through electronic
mode during business hours on working days up to the date of
the forthcoming AGM, by Members. Any Member interested in
obtaining a copy thereof may send an e-mail to
investor.grievance@ehspl.com.

Conservation of Energy, Research and Development,
Technology Absorption, Foreign Exchange Earnings and
Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo

stipulated under Section 134(3)(m) of the Act, read along
with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as
Annexure - IV.

Copy of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for FY2024-25 is uploaded on the website
of the Company and the same is available on
https://www.enterohealthcare.com/investor/corporate-
governance/annual-return.php.

Utilization of Issue Proceeds

The details of utilization of Issue proceeds of the IPO are submitted to the Stock Exchanges on quarterly basis and are available on
their websites. As on March 31,2025, there was no material variation between projected utilization of funds in the Offer document
and the actual utilisation of funds.

The following table sets forth details of the utilisation of Net Proceeds:

a (INR in Millions)

Sr. No.

Particulars

Utilisation
as per
prospectus

Utilisation
up to

March 31,2025

Unutilised

upto

March 31, 2025

1

Repayment/prepayment in full or part, of certain
borrowings availed of by our company

1,425.00

1,425.00

-

2

Funding of long-term working capital
requirements of the Company and its Subsidiaries
during Fiscals 2025 and 2026

4,800.00

3,999.50

800.50

3

Pursuing inorganic growth initiatives
through acquisitions

2,370.00

1,930.00

440.00

4

General Corporate purposes

918.30

574.30

344.00

Total Net Proceeds

9,513.30

7,928.80

1,584.50

In accordance with the requirements of SEBI (ICDR) Regulations, 2018, the Company has appointed ICRA Limited as Monitoring

Agency for review and certification of utilization of the IPO proceeds to the Company.

Disclosures

Your Directors state that for the Financial Year 2024-25, no disclosures are required in respect of the following items and

accordingly affirm as under:

• Material changes and commitments affecting the financial position of the Company between the end of the financial
year and the date of this report;

• Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the
Secretarial Auditor has reported any incident of fraud during the year under review.

• The provisions relating to maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013
are not applicable on the Company during the financial year.

• No amount or Shares were required to be transferred to the Investor Education and Protection Fund under the provisions of the
Act.

• The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• No Buyback of shares was undertaken by the Company during FY 2024-25.

• There was no change in the nature of the business of the Company.

• There were no instances where the Company required the valuation for one-time settlement or while taking the loan
from the Banks or Financial Institutions.

• No petition/application has been admitted against the Company, under Insolvency and Bankruptcy Code, 2016, by the
National Company Law Tribunal.

• Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission
from any of its subsidiaries.

• There were no revisions of financial statements and the Board's Report of the Company during the year under review.
Acknowledgement

Your Directors wish to thanks all customers, vendors, investors, bankers and employees for their continued support during the
year. The Directors place on record their sincere appreciation for the assistance and co-operation received from Financial
Institutions, Banks, Government Authorities and Business Partners.

The Directors also wish to express their gratitude to the investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors of
Entero Healthcare Solutions Limited

Prabhat Agrawal Prem Sethi

Managing Director & CEO Whole-Time Director & COO

(DIN: 07466382) (DIN: 07077034)

Place: Mumbai
Date: May 27, 2025


 
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