Entero Healthcare Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present their Seventh Annual Report of Entero Healthcare Solutions Limited ("the Company")

along with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2025.

FINANCIAL HIGHLIGHTS

(INR in millions)

Particulars	Standalone		Consolidated
	For the nancial year ended March 31, 2025	For the nancial year ended March 31, 2024	For the nancial year ended March 31, 2025	For the nancial year ended March 31, 2024
Net Sales /Income from Business Operations	4,086.70	3,181.61	50,957.80	39,223.10
Other Income	1,143.69	899.25	395.05	144.13
Total Income	5,230.39	4,080.86	51,352.85	39,367.23
Total Expenses	4,491.78	3,837.21	49,965.46	39,011.68
Prot / (loss) bef ore tax and exceptional item	738.61	243.65	1,387.39	355.55
Exceptional Item	470.81	0.00	0.00	0.00
Less: Current Income Tax	0.00	0.00	257.99	133.78
Less: Previous year adjustment of Income Tax	0.00	0.00	(1.90)	0.00
Less: Deferred Tax	75.99	(140.75)	56.96	(176.22)
Net Prot af ter Tax	191.81	384.40	1,074.34	397.99
Total Comprehensive Income	192.97	385.45	1,079.21	395.82
Less: Minority share of prots/ L osses	0	0	127.54	6.90
Earnings per share (Basic) in INR Actual	4.41	10.63	21.80	10.81
Earnings per share (Diluted) in INR Actual	4.40	10.63	21.76	10.81

FINANCIAL PERFORMANCE

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

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

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

The revenue from operations on consolidated basis for FY

2024-25 stood at INR 50,957.80 million as against INR

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

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

Dividend

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

Transfer to Reserves

The Company does not propose to transfer any amount to

the General Reserve.

Deposits

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

Share Capital

A. Authorised Share Capital

There was no change in authorised share capital of

the Company during the year under review.

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

Capital

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

Employees Stock Option Plan ("ESOPs")

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

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

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

Credit Rating

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

Further the long-term issuer rating was upgraded to ‘IND A-

from ‘IND BBB.

Subsidiaries, Associates and Joint Ventures

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

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

During the FY 2024-25 the following changes have taken

place in the subsidiaries of the Company:

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

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

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

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

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

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

There has been no material change in the nature of the

business of the Subsidiary Companies.

Particulars of Loans, Guarantees or Investments

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

Management Discussion and Analysis

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

Corporate Governance

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

Business Responsibility and Sustainability Report

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

Board of Directors and Key Management Personnel

Appointment/ Re-appointment of Directors

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

Board composition:

Appointment(s)

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

Cessation(s) / Resignation(s)

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

Retire by Rotation of Mr. Prem Sethi (DIN: 07077034),

Whole Time Director & COO

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

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

Key Managerial Personnel (KMPs) and Senior Managerial

Personnel (SMPs)

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

1. Mr. Prabhat Agrawal, Managing Director and Chief Executive O cer

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

Changes in KMP

Appointment:

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

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

Cessation:

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

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

The details of the Senior Managerial Personnel forms part of

Corporate Governance Report.

Declaration by Independent Directors

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

Regulations and are Independent of the management.

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

Familiarization Programme for Directors

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

Meetings:

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

Performance Evaluation

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

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

Remuneration Policy and Criteria for Appointment of

Directors

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further the assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specic qualication required for the position. The potential Independent Board member is also assessed on the basis of independence criteria dened in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

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

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

Board Committees

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

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

During the year, all recommendations made by the

committees were approved by the Board.

Risk Management

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

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

Internal Financial Control system and adequacy

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

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that: 1. in the preparation of the annual accounts for the FY

2024-25, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; 2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company for the nancial year ended March 31, 2025, and of the prots and loss of the Company for that period; 3. the directors had taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. the directors have prepared the annual accounts on a going concern basis; 5. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively; and 6. the directors, had laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating e ectively;

Related Party Transactions

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

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

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

Compliance with Downstream Investment requirements

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

Vigil Mechanism/ Whistle Blower Policy

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

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

Statutory Auditors

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

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

Secretarial Auditors

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

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

The Secretarial Auditors certicat e conrming compliance with conditions of corporate governance as stipulated under Listing Regulations, for nancial year ended March 31, 2025 also forms part of this Report.

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

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

Secretarial Audit Report of Material Unlisted Subsidiary

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

Signican t and Material Orders Passed by the Courts/

Regulators

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

Corporate Social Responsibility

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

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

BUILT TO EMPOWER. READY TO SCALE.

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

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

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

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

The necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in this regard is given below: a. No. of complaints led during the F inancial Year: Nil b. No. of complaints disposed o during the Financial Year: Nil c. No. of complaints pending as on end of Financial Year:

Nil

Secretarial Standards

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

Particulars of Employees

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

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

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

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

The information on conservation of energy, technology

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

Copy of Annual Return

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

Utilization of Issue Proceeds

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

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

(INR in Millions)

Sr. No. Particulars	Utilisation as per prospectus	Utilisation up to March 31, 2025	Unutilised upto March 31, 2025
1 Repayment/prepayment in full or part, of certain	1,425.00	1,425.00	-
borrowings availed of by our company
2 Funding of long-term working capital	4,800.00	3,999.50	800.50
requirements of the Company and its Subsidiaries
during Fiscals 2025 and 2026
3 Pursuing inorganic growth initiatives	2,370.00	1,930.00	440.00
through acquisitions
4 General Corporate purposes	918.30	574.30	344.00
Total Net Proceeds	9,513.30	7,928.80	1,584.50

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

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

Disclosures

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

accordingly a rm as under:

Material changes and commitments a ecting the nancial position of the Company between the end of the nancial year and the date of this report;

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

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

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

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

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

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

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

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

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

There were no revisions of nancial stat ements and the Boards Report of the Company during the year under review.

Acknowledgement

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

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

For and on behalf of the Board of Directors of
Entero Healthcare Solutions Limited
Prabhat Agrawal	Prem Sethi
Managing Director & CEO	Whole-Time Director & COO
(DIN: 07466382)	(DIN: 07077034)
Place: Mumbai
Date: May 27, 2025