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Unihealth Hospitals Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1151.82 Cr. P/BV 8.36 Book Value (Rs.) 87.16
52 Week High/Low (Rs.) 820/134 FV/ML 10/1000 P/E(X) 44.59
Bookclosure EPS (Rs.) 16.35 Div Yield (%) 0.00
Year End :2026-03 

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

FINANCIAL HIGHLIGHTS

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

Particulars STANDALONE CONSOLIDATED

Current Year ended
March 31, 2026

Previous Year ended
March 31, 2025

Current Year ended
March 31, 2026

Previous Year ended
March 31, 2025

1) Revenue from
operations

653.96

356.10

13198.83

9907.06

2) Other Income

668.89

330.96

502.40

271.75

3) Total Revenue

1322.85

687.06

13701.23

10178.81

4) Less: Total Expenses

439.84

363.24

9071.82

7139.24

5)Profit/(Loss) before tax
and Exceptional Item

883.01

323.82

4629.41

3039.57

6)Exceptional Item

-

-

-

7)Profit/ (Loss) Before
Tax

883.01

323.82

4629.41

3039.57

8) Less: Provision for
Taxation

-

-

a) Current Tax

232.84

85.70

274.79

311.84

b) Deferred Tax

0.16

4.38

(203.15)

9.83

c) Tax for earlier years

0.88

(1.18)

12.95

5.43

9) Profit/(Loss) after tax

649.13

234.92

4544.82

2712.47

STATE OF COMPANY’S AFFAIRS, OPERATING RESULTS AND PROFITS

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

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

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

TRANSFER TO GENERAL RESERVES

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

DIVIDEND

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

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

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

UTILISATION OF IPO PROCEEDS

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

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

PREFERENTIAL ISSUE

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

Key Managerial Personnel (‘KMP’):

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

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

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

MEETINGS OF THE BOARD OF DIRECTORS

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

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

Sr.

No.

Name

No. of Board
Meetings attended

1.

Dr. Akshay M. Parmar

4

2.

Dr. Anurag Shah

4

3.

Mr. Parag Shah

4

4.

Mr. Bachh Raj Nahar
(Appointed w.e.f.
14.11.2025)

1

5.

Mr. Ajay Kumar Thakur (up
to 18.11.2025)

3

6.

Ms. Riddhi Javeri

4

AUDIT COMMITTEE OF BOARD OF DIRECTORS

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

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

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

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

Sr.

No

Name

No. of Meetings
attended

1.

Mr. Ajay Kumar Thakur (upto
18.11.2025)

3

2.

Mr. Bachh Raj Nahar
(Appointed w.e.f. 14.11.2025)

1

3.

Ms. Riddhi Javeri

4

4.

Mr. Parag Shah

4

NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

Sr

No

Name

No. of Meetings
attended

1.

Mr. Ajay Kumar Thakur (upto
18.11.2025)

2

2.

Mr. Bachh Raj Nahar (Appointed
w.e.f. 14.11.2025)

1

3.

Dr. Anurag Shah

3

4.

Ms. Riddhi Javeri

3

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

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

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

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

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

Sr.

Composition

No. of Meetings

No.

attended

1.

Mr. Parag Shah (Appointed w.e.f.
15.12.2025)

1

2.

Mrs. Riddhi Javeri

1

3.

Dr. Akshay M. Parmar

1

VIGIL MECHANISM

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b. They have selected such accounting policies and applied
consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March
31, 2026 and of the profit of the Company for the period
ended on that date;

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

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

• Providing assurance regarding the effectiveness and
efficiency of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies,

• procedures and applicable laws and regulations;

• Transactions being accurately reported and recorded
timely.

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

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANIES

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

Name of the
Company

Holding/

Subsidiary/

Associate/

Joint

Venture

% of
Shares
held

Applicable

section

Aryavarta FZE

Subsidiary

100

2(87)ii

Unihealth
Pharmaceuticals
Pvt. Ltd.

Subsidiary

100

2(87)ii

*Biohealth Limited

Subsidiary

80

2(87)ii

Unihealth Tanzania
Limited

Subsidiary

80

2(87)ii

Victoria Hospital
Limited

Joint

Venture

50

2(6)

UMC Global Health
Limited

Subsidiary

51

2(87)ii

Unihealth (U)
Limited

Associate

45

2(6)

Unihealth Holdings
Limited

Subsidiary

100

2(87)ii

UMC Hospitals
Private Limited

Subsidiary

80

2(87)ii

**UHS Oncology Private Limited

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

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

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

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

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

ANNUAL RETURN

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

STATUTORY AUDITORS

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

SECRETARIAL AUDIT

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

AUDITORS REPORT AND SECRETARIAL AUDITORS’ REPORT

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

REPORTING OF FRAUD BY AUDITORS

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

COST AUDITORS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

applicable to the Company for the financial year under report.

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

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

(a) Conservation of Energy

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

(b) Technology Absorption

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

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

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

iv. Expenditure incurred on Research and Development:
NIL

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

PARTICULARS OF EMPLOYEES

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

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

DISCLOSURE OF REMUNERATION

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

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

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

DEPOSITS FROM PUBLIC

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORY/ JUDICIAL AUTHORITY

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

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS’ ALONG WITH THE
REASONS THEREOF

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

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RISK MANAGEMENT POLICY

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

risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing
basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

Sr.

No.

Performance
evaluation of

Performance evaluation
performed by

Criteria

1.

Each Individual
Directors

Nomination and
Remuneration Committee

Attendance, Contribution to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful
and constructive contribution and guidance provided, key
performance aspects in case of Executive Directors etc.

2.

Independent Directors

Entire Board of Directors
excluding the Director
who is being evaluated

Attendance, Contribution to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful
and constructive contribution, and guidance provided etc.

3.

Board, and its
Committees

All Directors

Board composition and structure; effectiveness of Board
processes, information and functioning, fulfilment of key
responsibilities, performance of specific duties and obligations,
timely flow of information etc.

The assessment of Committees based on the terms of reference
of the committees and effectiveness of the meetings.

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

LISTING FEES

The Company has paid the listing fees to NSE Limited for the financial year 2026-27.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

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

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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


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

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

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

a)

Number of complaints of sexual harassment received in the year

Nil

b)

Number of complaints disposed off during the year

Nil

c)

Number of complaints pending for more than ninety days

Nil

STATEMENT ON MATERNITY BENEFIT ACT, 1961

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

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Akshay M. Parmar

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


 
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