The directors have pleasure in submitting herewith their Annual Report together with the Audited Statement of Accounts for the financial year ended on 31^st March, 2024.

FINANCIAL RESULTS

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Aashka Hospitals is a Multi - Speciality hospital founded in the year 2012, located in the Capital of Gujarat i.e. Gandhinagar. Aashka is an advanced tertiary care medical center, consisting of 150 beds including 65 ICU beds, class 100 modular two cardiac OTs & four dedicated OTs for each super - speciality. Two procedure rooms are available for endoscopy and other minor procedures. All OTs with laminar airflow, HEPA filters & next generation Anesthesia Trolly. Hospital has state of the art flat panel Cath Lab, CT scan, pneumatic transfer system & ultra-modern software driven administration.

Intensive Care Unit (ICU) is a specialized facility dedicated to patients who require intensive monitoring, nursing care and complex respiratory support. The ICU is staffed 24 hours a day by certified specialists and experienced nurses in intensive clinical care. Ultra-modern 65 beaded ICU are equipped with intelligent ventilators, by-phasic AED & pacing defibrillators, modular touch screen multipara monitoring system and centralized Gas supply system.

• Operation

During the year under review, total earnings has been ? 2,287.39 Lakhs as compared to ? 1,894.47 Lakhs in the previous year. Profit of the Company after tax stood at ? 235.78 Lakhs as compared to Losses of the Company ? 256.91 Lakhs in the previous year.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

• Internal control system and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operation. The scope of Internal Audit is well defined in the organization. The Internal Audit Report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously.

TRANSFER TO RESERVES

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

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year ended on 31^st March, 2024

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of the Company which remained unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, the company is not required to transfer any funds or shares to IEPF.

DEPOSITS

The Company has neither accepted nor invited any Deposit falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

Further, loans provided by the Directors are being provided by their owned funds and for the same declaration has been provided by the directors.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The company has no subsidiaries, associates or joint ventures during the period under review.

Further, there has been no subsidiaries, associates or joint venture companies which have ceased during the year.

SHARE CAPITAL

The Capital Structure of the Company for the financial year ending March 31, 2024 is as tabled below:

*The Company has made the allotment for the Initial Public Offering to the eligible applicants as per the Basis of Allotment. However, there were 31 applicants to whom shares were credit to their demat accounts but no application money has been received. Hence, those shares are marked for forfeiture.

CHANGE IN THE NATURE OF BUSINESS:

There has been no considerable change in the business of the Company, during the period under review.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board of Directors, there are no material changes and commitments made by the Company occurring between the ends of the financial, which is influential or affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Parag Rameshchandra Thaker, Non-Executive NonIndependent Director has resigned on July 12, 2023.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Eight (8) Board Meetings were held on April 14, 2023, May 30, 2023, August 01, 2023,

August 31, 2023, September 25, 2023, November 09, 2023, December 15, 2023 and February 13, 2024 during the financial year 2023-24.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfill the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules made there under and are independent of the management.

FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an independent process for conducting board evaluation exercise for its this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARDA) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders’ relationship committee as per the provisions of Section 178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

AUDITORS

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s. Parimal S. Shah & Co., Chartered Accountants, Ahmedabad (FRN: 107591W) were appointed as Statutory Auditors of the Company for a consecutive term of five years to hold office from the conclusion of Annual General Meeting held on September 29, 2023.

The Auditors’ Report annexed to the financial statements for the year under review does not Contain any qualifications.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS -1 i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2023 - 24 is annexed herewith as “Annexure - A”.

The details of qualification, reservation or adverse remark on the Secretarial Auditor report is as table below:_

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors had appointed M/s. S C Bohara & Associates, Chartered Accountants as the Internal Auditor for FY 2023 -24.

DETAILS OF FRAUDS REPORT BY THE AUDITOR

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements for the year 2023- 24, the Board of Directors state that:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended on March 31, 2024 and of the profit and loss of the company for that period;

c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

e) 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.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantee under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules,

2014, as on 31^st March, 2024, are set out in Notes to Financial Statements forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not applicable to the company.

RELATED PARTY TRANSACTIONS:

All the contracts or arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year under review, the Company has entered into contracts or arrangements with related parties, which are material contracts or transaction on arms’ length basis, which has been provided in Form AOC - 2 and appended as “Annexure - B”.

All related party transactions are presented to the Audit Committee and Board for approval. The Policy on Related Party Transactions as approved by the Board is available on Company’s website.

BUSINESS RISK MANAGEMENT

The Company has formulated Risk Management Policy in order to monitor the risks and to address/ mitigate those risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion may threaten the existence of the Company.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTER

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link https://aashkahospitals.in/wp-content/uploads/2021/08/G-Nomination-and-Remuneration-Policy.pdf

MANAGERIAL REMUNERATION

Disclosure pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Companies Act, 2013 are as under:

1) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year

2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review

3) The percentage increase in the median remuneration of employees in the Financial Year

4) The number of permanent employees on the rolls of the Company - There are 248 employees during the reporting period.

5) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out it there are any exceptional circumstances for increase in the managerial remuneration - There has been reduction of 25% in the median salaries of employees other than the managerial personnel as compared to remuneration increase in Managerial Personnel is 0%.

6) Affirmation - It is hereby affirmed that the remuneration paid to the Managerial Personnel is as per the remuneration policy of the Company.

Corporate Governance - Disclosure

7t All F,lenient* nf Rpmnnpratinn Parkaop of all thp Directors

8) Details of Fixed component and performance linked incentives along with the performance criteria - Not Applicable

9) Service contracts, notice period, severance fees - Not Applicable

10) Stock Option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable - There are no stock option in the company.

PARTICULARS OF EMPLOYEES:

Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment &

Remuneration or Managerial Personnel) Rules, 2014, read with Section 197 of the Act, no

employees was in receipt of the remuneration in aggregate to ? 102 lacs per annum or ? 8.5 lacs per month or at a rate in excess of that drawn by the Managing Director / Whole - time director of Manager and holds himself or along with his spouse & dependent children, no less than two percent of the equity shares of the Company. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

WEBLINK OF THE ANNUAL RETURN:

The copy of Annual Return in Form MGT - 7 for the financial year ending March 31, 2024 has been placed on the web portal of the company at www.aashkahospitals.in under Investor section.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ATC, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder, the Company has formed an Internal Complaint Committee.

During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as at 31^st March, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) CONSERVATION OF ENERGY -

(i) Steps taken or impact on conservation of energy;

1. Use of high efficiency welding machine against conventional welding machine.

2. Replacement of low efficiency electric motors with high efficiency electric motors.

3. Replacement of conventional tube light by LED at various locations. .

(ii) Steps taken by the Company for utilising alternate sources of energy;

Company has decided to utilize solar power for domestic usage.

(iii) Capital investment on energy conservation equipment;

1.The Company continuously makes investments in its facility for better maintenance and safety of the operations.

2.The Company has undertaken efforts to improve the existing facilities in order to reduce energy consumption.

(B) TECHNOLOGY ABSORPTION -

(i) Efforts made towards technology absorption;

The Company is planning to utilize waste heat of process to reduce natural gas consumption.

(ii) Benefits derived as a result of the above efforts:

Specific consumption of energy is reduced, cost reduction and increase in sales.

(iii) Information regarding technology imported, during the last 3 years: Nil

(iv) Expenditure incurred on Research and Development: Nil

(C) Foreign Exchange Earnings and Outgo -

(a) Foreign Exchange Earnings: Nil

(b) Foreign Exchange Out go: Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as “Annexure - C”.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation, for the contribution made by the employees, at all levels but for whose hard work, and support, the Company’s achievement would not have been possible. The Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.