Your directors have pleasure in submitting their 3^rd Annual Report of the Company together with the
Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

(Amount In Lakhs.)

2. BUSINESS OPERATION:

During the year under the review, the Company has Increased its turnover from Rs. 687.85
lakhs to Rs. 899.86 Lakhs. Your directors are expecting strong growth in near future.

Further during the year, the net profit after tax (PAT) has declined and Decreased Company
has Occurred Net Loss of (32.72) Lakhs as against profit of Rs. 60.72 Lakhs in the previous
year.

3. DIVIDEND

The Board of directors of the Company has decided that no Dividend shall be given to equity
shareholders for the financial year 2024-25 as Company has occurred losses in the Year.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in its nature of business of Company during the year under review.

5. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its profits into Reserves & Surplus Account during the year under
review.

6. ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of Company in
form MGT - 7 has been uploaded on the website of Company and web link of the same is
https://shahhospitalratlam.com/index.php/annual-returns/

7. NUMBER OF BOARD MEETINGS/ COMMITTEE/ SHAREHOLDERS

MEETINGS CONDUCTED DURING THE YEAR:

During the year ended March 31, 2025, the Board met 8 times on 28^th May, 2024, 03^rd July, 2024,
29^th July, 2024, 30^th July, 2024, 24^th August, 2024, 12^th November, 2024, 21^st January, 2025 and
19^th February, 2025. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting
as per the requirement of the said Act, the details of Board meetings are given below;

I. AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the
Companies Act, 2013.

Composition of the Committee:

1. Achint Porwal, Non-Executive, Independent Director (Chairman);

2. Sanjay Kumar Luniya, Non-Executive, Independent Director (Member);

3. Dr. Amit Shah, Chairman and Managing Director (Member)

The Company Secretary of Company is Secretary of the Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

• Oversight of the Issuer’s financial reporting process and the disclosure of its financialinformation
to ensure that the financial statement is correct, sufficient, and credible.

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:

Meeting of Audit Committee and Relevant Quorum:

The quorum for audit committee meeting shall either be two members or one third of the members of
the audit committee, whicheveris greater, with at least two independent directors.

The Chairman of the committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

During the year under review, the Company held 2 Audit Committee meetings.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013.

Composition of the Committee:

1. Sanjay Kumar Luniya, Non-Executive, Independent Director (Chairman);

2. Gaurav Ajmera, Non-Executive, Independent Director (Member);

3. Meetesh Gadia, Non-Executive, Independent Director (Member);

The Company Secretary of Company is Secretary of the Committee

The scope of Nomination and Remuneration Committee shall include but shall not be
restricted to the following:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board;

c. Devising a policy on Board diversity;

d. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal. The Company shall disclose the remuneration policy and the
evaluation criteria in its Annual Report.

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two
members or one third of the members, whichever is greater. The Committee is required to meet at
least once a year.

During the year under review, the Company held 1 Nomination and Remuneration Committee
meeting.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under theprovisions
of section 178 of the Companies Act, 2013.

Composition of the Committee:

1. Mr. Meetesh Gadiya, Non-Executive, Independent Director (Chairman)

2. Dr. Kirti Kumar Shah, Whole Time Director (Member)

3. Mr. Sanjay Kumar Luniya, Non-Executive, Independent Director (Member)

The Company Secretary of Company is Secretary of the Committee

This committee will address all grievances of Shareholders/ Investors and its terms of reference
include the following:

a) Allotment and listing of our shares in future.

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend,
annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and
consolidation of Equity Shares and other securities issued by our Company, including review of
cases for refusal of transfer/ transmission of shares and debentures;

d) Reference to statutory and regulatory authorities regarding investor grievances;

e) To otherwise ensure proper and timely attendance and redressal of investor queries andgrievances;

f) To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above
powers.

Meeting of Stakeholder’s Relationship Committee and Relevant Quorum:

The stakeholder’s Relationship committee shall meet once in a year. The quorum for a meeting of the
Stakeholder’s Relationship Committee shall be two members present.

During the year under review, the Company held 1 Stakeholders RelationshipCommittee meeting.

IV. SHAREHOLDER’S MEETING:

V. INTERNAL COMPLAINT COMMITTEE:

The Company is committed to provide a safe and conducive work environment to its
employees, during the year under review.

Your directors further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

VI. MEETING OF INDEPENDENT DIRECTOR:

During the year under review, the Company held 1 Independent Directors meeting.

8. DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company does not have a holding or subsidiary company or any joint venture or any associate Company.

10. CHANGES IN SHARE CAPITAL:

As on 31^st March, 2025, the Authorised Capital of the Company is Rs. 7,50,00,000/- divided into
75,00,000 Equity Shares of Rs 10 each and paid-up capital of Company is Rs. 6,80,85,420/- divided
into 68,08,542 Equity Shares of Rs 10 each.

11. DIRECTORS’S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors of the company confirms that-

(i) In the preparation of the annual accounts for the year ended 31st March, 2025, the
Company has followed the applicable accounting standards and there are no material
departures from the same.

(ii) Accounting policies were adopted and applied consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the
affairs of the Company as at 31^st March 2025 and of the Profit of the Company for
year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act of
safeguarding the assets of the Company and for preventing/ detecting fraud and
irregularities have been taken.

(iv) The Directors have prepared Annual Accounts on a “Going Concern” basis.

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

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

12. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees,
and individual Directors. The entire Board carried out performance evaluation of each
Independent Director excluding the Independent Director being evaluated. The Nomination
Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation parameters of the Board and Committees
were mainly based on Disclosure of Information, Key functions of the Board and
Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were
based on Knowledge to Perform the Role, Time and Level of Participation, Performance of

Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non¬
Independent Directors, Chairman of the Board, and the Board as a whole.

13. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts
Companies which have listed their specified securities on SME Exchange from compliance with
corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of
BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company. However, the Company
is in compliance to the extent of applicable sections of Companies Act, 2013 with regard to
Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnishedas Annexure - I
in the Annual Report and forms a part of the Annual Report.

15. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website www.shahhospitalratlam.com

• Whistle Blower Policy

• Archival & Preservation Policy

• Code of conduct for Board & Shareholders Meeting

• Policy for disclosure of Material Events

• Criteria for making payment to non-Executive director

• Policy on determination of Material Related Party Transactions

• Risk Management Policy

• Code of Conduct for prevention of Insider Trading

• Code for Independent Directors

• Nomination and Remuneration Policy

16. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the
recommendation of Nomination and Remuneration Committee has devised Nomination and
Remuneration Policy relating to appointment of Key Managerial Personnel and Directors,
Director’s qualifications, positive attributes, independence of Directors and their
remuneration and other related matters as provided under Section 178(3) of the Companies
Act, 2013.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OFTHE COMPANIES ACT, 2013:

The Company did not give Loans, provided Guarantees, and made Investments pertaining to
section 186 of Companies Act, 2013 during the financial year under review.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All related party transactions that were entered during the financial year were on arm’s length
basis and were in the ordinary course of business. There are no significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India while organizing the Board and Annual General Meetings.

20. MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Company
occurred during the year and between the end of the financial year to which these financial
statements relate and on the date of this report.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no any application filed or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not
applicable to Company.

22. 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
WTTH THE REASONS THEREOF.

The Company did not settle any loan amount with Bank or Financial Institutions during
the period under review. Hence the same is not applicable to Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN
EXCHANGEEARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of
energy, technology absorption, foreign exchange earnings and outgo are not applicable to the
Company considering the nature of activities undertaken by the Company during the year under
review.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OFRISK
MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from
time to time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as business,
project execution, event, financial, human, environment and statutory compliance.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY
ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31,
2025. Hence, your Company is not required to adopt the CSR Policy or constitute CSR
Committee during the year under review.

26. DEPOSITS:

The Company has not accepted/renewed any deposits during the year under review.

27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1),intimation under
Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of
Conduct of the Company.

The present Directors of the Company are Mr. Amit Shah, Mrs. Hansa Shah, Mrs. Milli Shah,
Mr. Kirti Kumar Shah, Mr. Meetesh Gadia, Mr. Gaurav Ajmera, Mr. Achint Porwal and Mr.
Sanjay Kumar Luniya.

Further during the year under review, there is no changes has been done in the Management of
Company.

Details of all Directors/KMP has been mentioned below:

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of
the Company, Ms. Hansa Shah retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re- appointment.

28. AUDITORS:

A. STATUTORY AUDITORS AND THETR REPORT-

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014, the members of the Company had appointed M/s. A Y & Company, Chartered
Accountants (Firm Registration No. 020829C) as the Statutory Auditor of your Company to hold
office for a period of five years from financial year 2022-23 till 2027-28 at such remuneration as
may be mutually agreed between the Board of directors and Statutory Auditor of the company.

The Company has received written confirmation from the Auditor that they are not disqualified
from acting as the Statutory Auditors of the Company in the terms of provisions of Section 139 and
141 of the Act and rules framed there under.

There is no qualifications, reservations or adverse remarks made by the M/s. A Y & Company,
Statutory Auditor of Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

The Company has appointed M/s Abhishek Ritesh Jain & Associates, Chartered Accountants (Firm
Reg. No. 035140C) as an Internal Auditor for conducting the Internal Audit of the Company

C. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors in their meeting held on 28^th May, 2024 has appointed M/s. Dilip Swarnkar & Associates,
Company Secretaries, as Secretarial Auditors for the financial year 2024-25. The Secretarial Audit
Report for the financial year ended March 31, 2025 is set out in Annexure - II to this Report.

There is no qualifications, reservations or adverse remarks made by the Secretarial Auditor of
Company in their Audit Report for the year under review.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes, and procedures for implementing the internal
financial controls across the organization. After considering the framework of existing
internal financial controls and compliance systems; work performed by the Statutory
Auditors, Secretarial Auditors and External Consultants; reviews performed by the
Management and relevant Board Committees including the Audit Committee, the Board is of
the opinion that the Company’s internal financial controls with reference to the financial
statementswere adequate and effective during the financial year 2024-25.

30. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business and
size and complexity of its operations are in place and have been operating satisfactorily. Internal
control systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, timely feedback on achievement of operational and strategic goals, compliance
with policies, procedure, applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.

31. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the Company is not required toappoint a cost auditor
to audit the cost records of the Company.

32. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees’ median remuneration:

b) Percentage Increase/decrease in the median remuneration of employees in the financial year
2024-25: 4.82%

c) Number of permanent employees including Executive Directors & KMP on the rolls of the
Company as on March 31, 2025: 117

d) Average percentile increase made in the salaries of employees other than key managerial
personnel in the last financial year was 14.72% and percentile Decrease in the managerial
remuneration in the last financial year was 0.28%.

e) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration
policy of the Company.

f) There is no employee covered under the provisions of section 197(14) of theCompanies Act,
2013.

g) There was no employee in the Company who drew remuneration of Rs. 1,02,00,000/ - per
annum during the period under review. Hence, the Company is not required to disclose any
information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

33. EXPLANATION OF BOARD OF DIRECTOR’S ON AUDITOR’S REPORTS:

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in
their report for the year under review.

Hence there is no Explanation required for the same.

B. Secretarial Audit Report

There are no qualifications or reservation or adverse remarks made by the Secretarial
Auditors in their report for the year under review.

Hence there is no Explanation required for the same.

34. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees under Section 143(12) of the Companies
Act, 2013.

35. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are
listed on SME Platform as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-
AS w.e.f. 1st April, 2017.

36. GENERAL:

Your directors state that no disclosure or reporting is required in respect of thefollowing items as
there was no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the
Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company’s operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased
directly by the employees under a scheme pursuant to section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no
information has been furnished.

37. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during the
year under review.

Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful performance
of the Company during the year. Your Directors look forward to the continued support of all
stakeholders in the future.

For and on behalf of the Board of
KK SHAH HOSPITALS LIMITED

Sd/-

AMIT SHAH

CHAIRMAN & MANAGING DIRECTOR
DIN- 09119113

PLACE: RATLAM
DATE: 06-08-2025