Your Directors are pleased to present the Twenty First Annual Report on business and operations of the Company along with audited
financial statements for the financial year ended March 31,2025.

FINANCIAL PERFORMANCE SUMMARY

The summarized financial highlight is depicted below;

PERFORMANCE OF THE COMPANY

The Company is engaged in the business of providing healthcare
activities and during the year there has been no change in
the business of the company during the year under review.
During the year under review, the revenue from operations of
the Company increased to '8,726.83 million as compared to
'8,296.83 million in the previous year. The EBITDA for the year
under review decreased to '1,857.41 million as compared to
'1,983.73 million in the previous year. Your Company has earned
Profit after tax of '837.91 million as against '1,038.44 million in
the previous year.

During the year under review, the consolidated revenue from
operations increased to '10,869.55 million as compared to
'9,337.49 million in the previous year. The consolidated EBITDA
decreased to '1,602.01 million from '1,964.67 million in the
previous financial year.

DIVIDEND

The Board of Directors do not recommend dividend for the
financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy
which provides for the circumstances under which the members
may / may not expect dividend, the financial parameters, internal

and external factors, utilization of retained earnings, parameters
regarding different classes of shares, etc. The provisions of this
Policy are in line with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015 ('Listing Regulations'), and is
amended from time to time.

TRANSFER TO RESERVES

The Board of Directors has not appropriated and transferred any
amount out of profit to General Reserves and has decided to
retain the entire amount in profit and Loss account.

BUSINESS & STRATEGY
Upcoming Projects

• Mumbai Project: The Company is in the process of setting

up a State of Art facility with over 175 bed capacity in the
heart of Mumbai, Santacruz. Our company had entered
into a long revenue sharing agreement with the trust to
manage the entire operations of hospital wherein the
existing structure needs to be demolished completely
and a new structure will be constructed with an estimated
total capex of '300 crores. The trust is yet to handover
the property to the Company, which is expected in this
FY25-26. This hospital is expected to be constructed and
become operational by FY29-30.

Implant Business
2025-26 Roadmap Overview
Vision and Core Values

Our commitment remains steadfast to exceed the expectations
of both our customers and employees by delivering superior
patient outcomes through the highest quality orthopedic
products and services. We continue to build on our core values of
teamwork, reliability, and integrity, ensuring customer-centricity,
nimbleness, and transparency in all our actions.

Strategic Priorities for 2025-26

1. Portfolio & Innovation (erstwhile New Product

Development)

• We will focus on local partnerships across different
countries to expand our footprint.

• We plan the global launch of two new products this
year.

• We are advancing robotics partnerships with Curexo
to integrate cutting-edge technology into our
surgical solutions.

• Project teams will initiate new product development
projects to build a robust innovation pipeline for
future launches.

• We will also strengthen key existing product brands
(TUKS) to gain market share.

2. Customer Segment Focus (Sales)

• Our sales efforts will concentrate on key markets: US,
India, Indonesia, and Japan.

• We aim to increase market share in these regions
by leveraging existing resources and deepening
customer relationships.

• Brand awareness will be enhanced through
partnerships with Key Opinion Leaders (KOLs),
clinical agreements, training programs, and targeted
marketing engagements.

• We will also launch operations in 4 to 5 new countries
to diversify our market presence.

3. Cost of Goods Sold (COGS) Reduction

• A critical focus will be on cost efficiencies, targeting
a reduction in COGS by 30%.

• We will identify and execute manufacturing
efficiencies and optimize warehouse management
to improve margins.

4. Supply Chain Excellence

• We will establish multiple vendors to mitigate tariff
impacts and improve procurement and freight
efficiencies, aiming to reduce costs by 15-20%.

• Distribution efficiencies will be tailored to each
market to ensure timely and cost-effective delivery.

• We have improved our order to cash and asset
utilisation, and started to address our high inventory.
Further inventory improvements will be an area of

continued focus in 2025 to further enhance working
capital and ROCE.

Organizational and Talent Development

• Hiring of key leadership talent across the organization is
priority in 2025-26

• Recruitment, retention, and continuous training of sales
and corporate teams remain a priority.

• We will enhance employee engagement through clear
career development pathways, rewards, recognition, and
regular communication.

• Our partner relationships will be strengthened to ensure
alignment with our strategic goals.

In conclusion, our roadmap for FY2025-26 is designed to drive
sustainable growth, operational efficiency, and innovation
leadership in the orthopaedic market. We are confident that our
strategic initiatives, combined with favourable market dynamics
and technological advancements, will position us strongly for
the future.

CREDIT RATING

During the year under review, ICRA Limited has reaffirmed
the long term credit ratings as ICRA A (Stable) on term loans
and fund based facilities availed by the Company and the
outlook on the long term rating is "Stable". This rating indicates
adequate degree of safety regarding timely servicing of financial
obligations and low credit risk.

SHARE CAPITAL

During the year under review, there is no change in the share
capital of the Company. The authorized share capital of the
Company stands at '1,177.50 million divided into 117,750,000
equity shares of '10 each. The issued, subscribed & paid up
share capital of the Company stands at '1,080.10 million divided
into 108,009,770 equity shares of '10 each.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2025, your Company has ten subsidiaries
viz. Vrundavan Shalby Hospitals Limited, Shalby International
Limited, Yogeshwar Healthcare Limited, Slaney Healthcare
Private Limited, Shalby (Kenya) Limited, Shalby Medtech
Limited (earlier known as Mars Medical Devices Limited), Shalby
Hospitals Mumbai Private Limited, Griffin Mediquip LLP, PK
Healthcare Private Limited and Healers Hospital Private Limited.

Shalby Medtech Limited has further two subsidiaries, namely
Shalby Advanced Technologies, Inc. at Delaware, USA for
manufacturing and supply of orthopaedic implant, instruments,
knee systems and hip systems for which company has acquired
assets from Consensus Orthopaedics, California, USA and
the second subsidiary is Shalby Global Technologies Pte Ltd.
in Singapore, which are into trading business of said implants
and other medical devices. Both these companies are step-down
subsidiaries of Shalby Limited. Shalby Advanced Technologies

Inc. USA has incorporated its Indian subsidiary namely Shalby
Advanced Technologies India Pvt. Ltd. w.e.f. April 11, 2024.
PK Healthcare Private Limited has a subsidiary namely Ningen
Lifecare Private Limited.

As per Reg. 16 of the SEBI Listing Regulations, none of the
subsidiaries is falling under criteria of material subsidiary.
The Company has not entered into any joint venture agreement
during the year under review and doesn't have any joint venture
as on March 31,2025.

In accordance with the provisions of Section 129(3) of the
Companies Act, 2013 ('the Act') and Regulation 34 of the
Listing Regulations, the Consolidated Financial Statements form
part of this Annual Report which shall also be laid before the
ensuing Annual General Meeting of the Company for approval
of members.

The Standalone and Consolidated Financial Statements have
been prepared in accordance with the Indian Accounting
Standards (Ind AS) notified under Section 133 of the Act read
with Rule 7 of the Companies (Accounts) Rules, 2014. A report
on the performance and financial position of each of the
subsidiaries and LLP as per the Act is provided as Annexure
A (AOC-1) which forms part of this Report. In accordance
with Section 136 of the Act, the audited financial statements,
including consolidated financial statements and related
information of the Company and audited accounts of each of
its subsidiaries, are available at Investors Section under Annual
Report tab at https://www.shalby.org/. The financial statements
of the Company and subsidiary companies will be available for
inspection by any shareholder(s) during working hours at the
Company's corporate office and that of the respective subsidiary
companies concerned.

AWARDS & RECOGNITIONS

During the financial year 2024-25, your company has been
conferred with the following awards / accolades:

1. Economic Times Award for Hospital Chain of the Year West
to Shalby Multi Specialty Hospitals

2. TIMES Healthcare leaders -Service Excellence in
Comprehensive Cancer care

3. Economic Times for Multi-Specialty Hospital of the Year

4. Asia's biggest Tourism Awards 2025 for best Medical
Tourism Centre of Gujarat

5. TOI -Times healthcare leaders -2024

6. News18 Rajasthan Award for Onco-Sciences

7. Best Hospital - Pioneer Healthcare Centre in Tricity By Zee
Awards.

ANNUAL RETURN (MGT-7)

Pursuant to section 92(3) read with section 134(3)(a) of the
Companies Act, 2013, the draft Annual return of the Company
as on March 31,2025 is available on the Company's website.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS U/S 186 OF THE COMPANIES ACT,
2013

Particulars of loans given, investments made, guarantees given
and securities provided in the notes to the standalone financial
statements forming part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTY U/S 188 OF THE COMPANIES
ACT, 2013

All the related party transactions that were entered into during
the financial year were on arm's length basis and your Company
has taken approval of audit committee, Board of Directors and
shareholders whenever applicable. Pursuant to Regulation
23 of the Listing Regulations, all related party transactions
were placed before the Audit Committee on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions for their review and approval.

During the year under review, there was no material transactions
carried out with any of the related parties in terms of regulation
23 of the Listing Regulations. The details of the related party
transactions are provided in the Annexure- B (AOC - 2)
pursuant to Section 134(3)(h) of the Act read with rule 8(2)
of The Companies (Accounts) Rules, 2014. Your Company has
formulated a policy on 'Related Party Transactions which are in
line with Listing Regulations and is amended from time to time.
Your Company's policy on related party transactions is available
on the website of the Company.

Your directors draw the attention of members to the notes to
the financial statements which set out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2025, your Company's board had seven members
comprising of one executive director and six independent
directors (including one woman independent director).

The details of Board and Committee composition, tenure of
Directors, areas of expertise and other details are available in the
Corporate Governance Report, which forms part of the Annual
Report.

During the financial year 2024-25, Dr. Vikram Shah was
re-appointed as the Chairman and Managing Director of the
Company by members for further period of consecutive 5 years
w.e.f March 27, 2025.

As on March 31, 2025, Dr. Vikram Shah, Chairman &
Managing Director, Mr. Amit Pathak, Chief Financial Officer
and Mr. Tushar Shah, Associate Vice President and Company
Secretary of the Company are the Key Managerial Personnel as
per the provisions of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent
Directors confirming that they meet criteria of independence as

prescribed under Section 149 (6) of the Act and under Regulation
16(1)(b) of the Listing Regulations and there has been no
change in the circumstances which may affect their status as
Independent Director during the year. They have also confirmed
that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair their
ability to discharge their duties with an objective independent
judgment and without any external influence.

All the directors of the Company have given the declaration that
they are not disqualified or debarred from holding or continuing
directorship of companies by Securities and Exchange Board of
India or Ministry of Corporate Affairs or any such authority

BOARD MEETINGS

The Board met 4 times during the year under review, on
May 28, 2024, July 7, 2024, October 30, 2024, February 3,
2025. The numbers of meetings and its attendance have been
provided in the Report on Corporate Governance which forms
part of Annual Report.

COMMITTEES

The Company has various committees which have been formed
in compliance of provisions of the Act and the Listing Regulations
and are in compliance with the provisions of relevant statutes.

The Board has constituted following committees.

i. Audit Committee

ii. Risk Management Committee.

iii. Stakeholder Relationship Committee

iv. Nomination and Remuneration Committee

v. Corporate Social Responsibility Committee

vi. Management Committee

The details with respect to the composition, powers, roles,
terms of reference, numbers of committees along with their
attendance etc. of respective Committees are provided in detail
in the 'Report on Corporate Governance' which forms part of the
Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied with the applicable Secretarial
Standards (as amended from time to time) on meetings of the
Board of Directors and Meeting of Shareholders (EGM/AGM) i.e.
SS-1 and SS-2 issued by The Institute of Company Secretaries
of India and approved by Central Government under section
118(10) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF THE
REPORT

There have been no material changes and commitments which
affect the financial position of the Company that have occurred

between the end of the financial year to which the financial
statements relate and the date of this report.

POLICY ON APPOINTMENT AND REMUNERATION
TO DIRECTORS, KMP & SENIOR MANAGEMENT
PERSONNEL

Company's policy on Directors' appointment and remuneration
and other matters provided in Section 178(3) of the Act has been
disclosed briefly in the Corporate Governance Report, which
forms part of this Annual Report. Your Company's Policy on
remuneration for the Directors, Key Managerial Personnel and
other employees and Company's policy in this regard includes,
inter-alia, criteria for determining qualifications, positive
attributes, independence of a director and other matters as
required under sub-section (3) of Section 178 of the Act and is
amended from time to time. The said policy is available on the
website of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

Your Company upholds the standards of governance and
is compliant with the provisions of Corporate Governance
as stipulated under the Listing Regulations. The Report on
Corporate Governance for FY 2024-25, as per Regulation 34(3)
read with Schedule V of the Listing Regulations forms a part
of this Annual Report. The Certificate from Practicing Company
Secretary confirming the compliance with the conditions of
corporate governance as stipulated by Regulation 34(3) of the
Listing Regulations is annexed to this Report.

In compliance with Corporate Governance requirements as
per the Listing Regulations, your Company has formulated
and implemented a Code of Conduct for all Board Members
and Senior Management Personnel of the Company, who have
affirmed the compliance thereto.

In terms of regulation 34 of the Listing Regulations as
updated from time to time, the Management Discussion and
Analysis Report on the Company's financial and operational
performance, industry trends, business outlook and Initiatives
and other material changes with respect to the Company and
its subsidiaries, wherever applicable and CEO/CFO Certificates
thereto, are presented in separate section which forms part of
the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In pursuance of Regulation 34 of the Listing Regulations, top
1000 companies based on market capitalization (calculated as
on March 31 of every financial year) are required to prepare and
enclose with its Annual Report, a Business Responsibility and
Sustainability Report describing the initiatives taken by them
from an environmental, social and governance perspectives.
A separate report on Business Responsibility is annexed as part
of the Annual Report.

PERFORMANCE EVALUATION OF BOARD AND ITS
COMMITTEE

The criteria for performance evaluation and the statement
indicating the manner in which formal annual evaluation has
been made by the Board are given in the 'Report on Corporate
Governance', which forms part of this Annual Report.

Pursuant to provisions of the Act and the Listing Regulations
the Board has carried out an annual evaluation of its own
performance, Board committees and individual directors in the
manner prescribed in Performance Evaluation Policy.

DEPOSITS

During the year, the Company has not accepted any fixed
deposits from the public as per provisions of the Act and Rules
made there under. Hence, the disclosures as required under
Companies (Accounts) Rules, 2014, are not applicable to your
Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Act, your Directors hereby
confirm that:

a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirement set out under Schedule
III to the Act have been followed and there are no material
departures from the same;

b) they 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 and loss of the company for
that period;

c) they 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;

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

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

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

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

Particulars of Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo required under The
Companies (Accounts) Rules, 2014 is set out below;

(A) Conservation of Energy:

The operations of the Company are not energy-intensive.
However, the following significant measures are being
taken to reduce the energy consumption by using energy
efficient equipment.

• Use of LED lights

• Occupancy sensors installation in toilets to avoid
permanent illumination and save electrical
consumption

• Proper thermal insulation to increase efficiency
of HVAC system and thereby reducing energy
consumption

• Use windows and doors to provide good levels of
natural ventilation in some areas within a hospital,
allowing mechanical ventilation to be switched off
or turned down to save energy

• Provide infrared controllers in water taps as they
provide water only when required otherwise they
switch off automatically and can save between 5%
and 15% of water per tap per year

• Introduction of timer based operation of air handling
units to reduce power consumption

• Energy optimization practices implemented in
transformer operation

• VFD installation for AHU motor in a phased manner

• All lifts and OT AHUs are operated with VFD panels

• For recently commissioned units, building orientation
has been so designed that helps to maximize use of
Day Light and to reduce heat gain in order to reduce
energy consumption.

• The glass used for facade in a number of facilities is
double glazed and is energy efficient low emissivity
type which helps in reducing solar beat gain
co-efficient while improving the visibility.

• Rain water harvesting system installed at our
greenfield recently completed projects to conserve
natural resources

• HVAC temperature is being adjusted based on
the seasonal temperature and particular clinical
requirements, to reduce the power consumption.

• Disciplined SOP is being followed for routine
maintenance on daily, weekly, monthly, and yearly
basis, as required to keep the system installed in
check and reduce consumptions of water and
electricity.

• In case of modification or renovation, we maximize
the usage of existing materials to conserve the
natural resources.

There would not be a material financial implication of
the said measures as energy costs comprise a very small
portion of your company's total expenses.

(B) Technology absorption:

I. The effort made towards technology absorption;

Over the years, your Company has brought into the country
the best technology available in healthcare to serve the
patients better and to bring healthcare of international
standard within the reach of every individual.

In order to promote indigenous technology absorption,
the following equipment, inter alia, has been installed at
our various units;

a) Anesthesia workstation

b) Triple Dome OT lights

c) Electric OT table with 10 functions for renal transplant

d) Single door auto clave machine

e) Fabrilator Machine

f) Biosafety Cabinet for Chemotherapy

g) Anesthesia Trolley

h) Baby Cradle with infant Bed

i) Blood bank equipment including Deep freezer, Blood
bank refrigerator, Platelet agitator/incubator, Blood
collection monitor and tube sealer, Donor couch
compofuge

j) X-ray system;

k) Dialysis machine;

l) Ventilator;

m) CT scanning machines;

n) MRI scanning machines;

o) Ultrasound systems; and

p) Linac systems.

The benefit accrued due to this is primarily cost reduction
from import substitution considering the impact of
exchange rate fluctuation and revision of customs duty
tariffs. The performance and quality of these equipment
have been found to be quite satisfactory.

II. The Company has not imported any equipment during
the year under review. However, Company is using
latest medical equipment/machinery in its hospital
units.

Apart from above, various other small equipment imported
earlier have been installed at various units of Shalby.

III. The expenditure incurred on Research and
Development

' 0.23 mn. expenditure made on clinical trial during the
financial year 2024-25.

(C) Foreign exchange earnings and expenditure:

PARTICULARS OF EMPLOYEES & REMUNERATION

The details regarding ratio of remuneration of each director
to the median employee's remuneration and other details as
required in section 197(12) of the Act read with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is appended herewith as Annexure - C.

The statement containing information as per provision of
Section 197(12) read with Rule 5(2) and 5(3) of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in separate annexure forming part of
this report. However, Annual Report is being sent without the
said annexure. In terms of provisions of section 136 of the Act,
the said annexure is open for inspection at the registered office
of the Company during the office hours. Any member interested
in obtaining the copy of the same may write to the Company
Secretary at the Registered Office of the Company.

INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Company has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records and the timely
preparation of reliable financial disclosures. The Company has
in place adequate internal financial controls in order to ensure
that the financial statements of the Company depict a true and
fair position of the business of the Company. The Company
continuously monitors and looks for possible gaps in its
processes and it devices and adopts improved controls wherever
necessary.

INSURANCE

The Company's plants, properties, equipment and stocks are
adequately insured against all major risks. The Company has also
taken Directors' and Officers' Liability Insurance Policy to provide
coverage against the liabilities arising on them.

RISK MANAGEMENT

The Board of Directors had constituted a Risk Management
Committee to identify elements of risk in different areas of
operations and to develop a policy for actions associated
to mitigate the risks. The risks are measured, estimated and
controlled with the objective to mitigate its adverse impact.
Your company's fundamental approach to risk management
includes, anticipate, identify and measure the risk. Your company
has in place a mechanism to monitor and mitigate various risks
associated with the business. The Company has adopted a Risk
Management Policy which inter alia, sets out our approach
towards risk assessment, risk management and risk monitoring,
which is periodically reviewed by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER

The Company has established a vigil mechanism and accordingly
framed a Vigil Mechanism and Whistle Blower Policy. The policy

enables the employees to report genuine concerns to the
management regarding instances of unethical behavior, actual
or suspected fraud or violation of Company's Code of Conduct
or mismanagement, if any. Further, the mechanism adopted by
the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for strict confidentiality,
adequate safeguards against victimization of Whistle Blower
who avails of such mechanism and also provides for direct
access to the Chairman of the Audit Committee, in appropriate
cases. The functioning of vigil mechanism is reviewed by the
Audit Committee from time to time. None of the Whistle blowers
has been denied access to the Audit Committee of the Board
pertaining to whistle blower policy. The said Vigil Mechanism and
Whistle-Blower Policy is available on the website of the company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of
the Act, your Company has constituted a CSR Committee,
which comprises of Mrs. Sujana Shah, Chairperson,
Dr. Umesh Menon, Member and Mr. Shyamal Joshi as its
members as on March 31,2025. The Company has also framed
a Corporate Social Responsibility Policy in compliance with the
provisions of the Act and is amended from time to time which
is available on website of the company. The Annual Report on
CSR activities outlining geographical areas for CSR activities,
composition of CSR committee, amount of CSR fund expended
etc. is annexed herewith as Annexure - D.

PROCEEDINGS PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

The Company has not made any one-time settlement for loans
taken from the Banks or Financial Institutions, and hence the
disclosure relating to it and difference in valuation done at the
time of settlement and valuation at the time of availing loan is
not applicable.

OTHER DISCLOSURES AND INFORMATION

1. EMPLOYEE STOCK OPTIONS

The Company grants share-based benefits to eligible
employees with a view to attracting and retaining the
best talent, encouraging employees to align individual
performances with Company's objectives, and promoting
increased participation by them in the growth of the
Company.

Shalby Employee Stock Options Scheme-2021

The Company introduced Shalby Limited Empl oyees Stock
Option Scheme-2021 for benefit of eligible employees
as approved by the Shareholders on December 3, 2021
vide Special Resolution passed through Postal Ballot.
The scheme is administered by Shalby Limited Employees
Welfare Trust.

The ESOP Scheme is in compliance with the Act and
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the said ESOP Scheme as required
under the abovementioned SEBI Regulations are available
on the website of the Company.

During the year under review Company has granted stock
options, the details of which are as under.

None of the employees has been granted Employee Stock
Options exceeding 1% of the issued capital as on the date
of grant during the year.

The details of the ESOP Scheme-2021, including terms of
reference, and the requirement specified under Regulation
14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, are attached in Annexure - E.

2. Anti-sexual Harassment of Women at workplace

Your Company has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace
under the provisions of Sexual Harassment of Women
at the workplace (Prevention, Prohibition and Redressal)
Act 2013, ("the POSH Act") and rules framed thereunder.
The Company has anti Sexual harassment Committee to
redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the year under review,
1 (one) complaint has been received and the same has been
disposed-off. There were no complaints pending at March 31,
2025. The Company has complied with the provisions of
POSH Act during the year under review.

3. Significant or Material Orders passed by the
Authority

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

4. Maternity Benefits

The Company has duly complied with all provisions of the
Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year
under review.

AUDITORS

Statutory Auditors & Auditors' Report

The Statutory Auditors, M/s. T. R. Chadha & Co., LLP, Chartered
Accountants, Ahmedabad has been re-appointed for second
term as approved by Shareholders in 19^th Annual General
Meeting held on August 14, 2023, for the period of 5 years from
the conclusion of 19^th Annual General Meeting till conclusion of
24^th Annual General Meeting.

The Statutory Auditor's comment on your company's account
for the year ended March 31,2025 are self-explanatory in nature
and do not require any explanation. The Auditors Report does
not Contain any qualification or adverse remarks.

Internal Auditor

M/s. PricewaterhouseCoopers Services LLP, New Delhi is the
Internal Auditors to conduct internal audit as per agreed scope
of work pursuant to the provision of section 138 of the Act
read with Companies (Accounts) Rules, 2014. Internal Auditors
present their quarterly report in meetings of Audit Committee.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with
Companies (Audit and Auditors) Rules, 2014 and Companies
(Cost Records and Audit) Rules, 2014, M/s. Borad Sanjay B &
Associates, Ahmedabad has been appointed as Cost Auditors
by the Board of Directors on the recommendation of Audit
Committee, for audit of cost records for the year ended on
March 31,2025 and their remuneration was ratified by members
at the 20^th Annual General meeting of the Company.

Your Company has received consent along with confirmation
from M/s. Borad Sanjay B & Associates that the appointment is in
accordance with the applicable provisions of the Act and Rules
framed thereunder and they do not hold any disqualification
under the provisions of the Act for their appointment for FY
2025-26. The Board of Directors of the Company reappointed
M/s. Borad Sanjay B & Associates for audit of cost records
for the year ended on March 31, 2026 at a remuneration of
' 1,10,000/- plus applicable taxes and reimbursement of out of
pocket expenses incurred, if any, in connection with the cost
audit. The Board of Directors of the Company recommended
the members for their ratification. The Company has maintained
cost account and records as specified by Central Government
under Section 148(1) of the Act, read with Rule 8 of Companies
(Accounts) Rule, 2014.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company had appointed
M/s. Chintan I Patel & Associates, Practicing Company Secretaries,
Ahmedabad (Mem No. F12315, PCS No. 20103) to conduct the
Secretarial Audit of the Company for the year ended March 31,
2025. The Secretarial Audit Report for the FY 2024-25 is annexed
to this Report as Annexure - F.

Pursuant to the Regulation 24A & other applicable provisions of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") read with provisions of Section 204 read with
Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and other applicable
provisions of the Companies Act, 2013, if any ("the Act"), every
listed entity is required to undertake Secretarial Audit by a
Peer Reviewed Secretarial Auditor, who shall be appointed
by the Members of the Company on the recommendation
of the Board of Directors for a period of 5 consecutive years.
Accordingly, based on the recommendation of the Audit
Committee, the Board of Directors at its meeting held on May 29,
2025, subject to approval of Members, approved appointment of
Mr. Chintan I Patel, Proprietor of M/s. Chintan I Patel & Associates,

Peer Reviewed and Quality Reviewed Company Secretary in
Practice (COP No. 20103) as Secretarial Auditors for a term of 5
(Five) consecutive years from April 1,2025 till March 31,2030.

Shalby Medtech Limited (earlier known as Mars Medical Devices
Limited), wholly-owned subsidiary of the Company has undertaken
Secretarial Audit for financial year 2024-25, though it is not a
material subsidiary as per regulation 16 of SEBI Listing Regulations.
The said Secretarial Audit Report confirms that the said subsidiary
has complied with the provisions of the Act, Rules, Regulations and
Guidelines and that there were no deviations or non-compliances.
The said Secretarial Audit Report of unlisted subsidiary is attached
herewith in Annexure - G.

There are no qualifications or reservations on adverse remarks or
disclaimer in the said Secretarial Audit Report. Your Company has
also obtained certificate from the secretarial auditor certifying
that none of the directors of our Company has been debarred or
disqualified from being continuing as directors of the Company
by SEBI, Ministry of Corporate Affairs or such similar statutory
authority. The said certificate has been annexed as Annexure - H
to the Directors' Report.

Report of Auditor(s) on instances of Fraud

During the year, none of the Auditors have reported any
instances of fraud committed against your company by its
officers or employees to the Audit Committee or to the Board,
under Section 143(12) of the Act and therefore, no detail is
required to be disclosed pursuant to provisions of the Act.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for
the whole hearted support and contribution made by all Doctors,
nursing/paramedics, bankers, Government Authorities, auditors
and shareholders during the year under review. Your Directors
express their deep sense of appreciation and extend their sincere
thanks to every employee at all level for their dedicated services
and look forward their continued support.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may
contain certain statements describing the Company's objectives,
expectations or forecasts that appear to be forward-looking within
the meaning of applicable securities laws and regulations while
actual outcomes may differ materially from what is expressed
herein. The Company is not obliged to update any such forward
looking statements. Some important factors that could influence
the Company's operations comprise economic developments,
pricing and demand and supply conditions in global and domestic
markets, changes in government regulations, tax laws, litigation
and industrial relations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

DR. VIKRAM I. SHAH

Date : May 29, 2025 Chairman & Managing Director

Place: Ahmedabad DIN : 00011653