. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY:
The CSR policy of the Company has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and the Rules made thereunder. GPT Healthcare Limited as a responsible corporate entity undertakes CSR measures for creating a positive economic, social and environmental impact to transform lives of the people of the community in which it operates. The CSR Policy of GPT aims to achieve, consolidate and strengthen Good Corporate Governance including socially and environmentally responsible business practices that balance financial profit with social well being.
The Company endeavour to carry out various CSR activities and comprehends the need for promoting healthcare, education, environmental sustainability and relief rehabilitation services to the society. The Company has been contributing its time, expertise and resources to help communities and undertaking a series of initiatives that are locally relevant. The Company aims at taking up the programmes that benefits the communities in and around its workplace enhancing the quality of the life of the people in the area of its business operations. The activities which the company includes in their CSR Policy is governed by Schedule VII of the Companies Act, 2013 read with all the enactments, amendments and modifications made by the relevant regulatory authorities.
. COMPOSITION OF CSR COMMITTEE:
The CSR Committee of the Company comprised of the following members:
| Sl. No. | Name of Director | Designation / Nature of Directorship | Number of meetings of CSR Committee held during the year | Number of meetings of CSR Committee attended during the year |
| 1 | Late Dwarika Prasad Tantia | Chairman* | 1 | 1 |
| 2 | Dr. Om Tantia | Chairman# | NA | NA |
| 3 | Dr. Aruna Tantia | Member | 1 | 1 |
| 4 | Dr. Tapti Sen | Member | 1 | 1 |
*Late Dwarika Prasad Tantia, ceased to be the Chairman of the Committee due to his unfortunate demise on August 17, 2025 and accordingly, the CSR Committee was re-constituted w.e.f. September 24, 2025.
# Dr. Om Tantia has been appointed as the Chairman of the Corporate Social Responsibility (CSR) Committee with effect from September 24, 2025, pursuant to the reconstitution of the said Committee.
. PROVIDE THE WEB_LINK WHERE COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS APPROVED BY THE BOARD ARE DISCLOSED ON THE WEBSITE OF THE COMPANY:
| Sl No | Particulars | Web-Link |
| 1 | Composition of the CSR Committee | https://ilshospitals.com/share-holder-information/#CommitteesoftheBoard |
| 2 | CSR Policy | https://ilshospitals.com/share-holder-information/#CorporatePolicies |
| 3 | CSR Projects | https://ilshospitals.com/share-holder-information/#CSR |
. EXECUTIVE SUMMARY ALONG WITH WEB_LINK OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB_RULE OF RULE: NOT APPLICABLE.
. DETAILS RELATED TO CSR OBLIGATIONS:
| Sl. No. | Particulars | Amount ( in lakh) |
| (a) | Average net profit of the company as per sub-section (5) | 6,402.45 |
| of section 135 | ||
| (b) | Two percent of average net profit of the company as per | 128.05 |
| sub-section (5) of section 135 | ||
| (c) | Surplus arising out of the CSR Projects or programmes or | Nil |
| activities of the previous financial years | ||
| (d) | Amount required to be set-o_ for the financial year, if any | Nil |
| The Company had vide its Board Resolution dated May 18, | ||
| 2026 on the recommendation of CSR Committee does not | ||
| opt to adjust the excess contribution made in F.Y. 2025-26 in | ||
| forthcoming year. | ||
| (e) | Total CSR obligation for the financial year [(b)+(c)-(d)] | 128.05 |
. DETAILS RELATED TO CSR SPENDING:
| Sl. No. | Particulars | Amount ( in lakh) |
| (a) | Amount spent on CSR Projects (both Ongoing Project and other | 128.69 |
| than Ongoing Project | ||
| (b) | Amount spent in Administrative Overheads | Nil |
| (c) | Amount spent on Impact Assessment, if applicable | Not Applicable |
| (d) | Total amount spent for the Financial Year [(a)+(b)+(c)] | 128.69 |
(e) CSR amount spent or unspent for the financial year:
| Total Amount | Amount Unspent ( in lakh) | ||||
| Spent for the Financial Year ( in lakh) | Total Amount transferred to Unspent CSR Account as per sub- section (6) of section 135 | Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135 | |||
| Amount | Date of transfer | Name of the | Amount | Date of transfer | |
| Fund | |||||
| 128.69 | Nil | NA | NA | Nil | NA |
(f) Excess amount for set-of, if any:
| Sl. No. | Particular | Amount ( in lakh) |
| (1) | (2) | (3) |
| (i) | Two percent of average net profit of the company as per sub-section (5) of section 135 | 128.05 |
| (ii) | Total amount spent for the Financial Year | 128.69 |
| (iii) | Excess amount spent for the financial year [(ii)-(i)] | 0.64 |
| (iv) | Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any | Nil |
| Sl. No. | Particular | Amount ( in lakh) |
| (1) | (2) | (3) |
| (v) | Amount available for set o_ in succeeding financial years [(iii)-(iv)] | Nil (Refer 5(d) |
| above) |
f. DETAILS OF UNSPENT CORPORATE SOCIAL RESPONSIBILITY AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Sl. No. | Preceding Financial Year(s) | Amount transferred to Unspent CSR Account under sub- section (6) of section 135 ( in lakh) | Balance Amount in Unspent CSR Account under sub- section (6) of section | Amount Spent in the Financial Year ( in lakh) | Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any | Amount remaining to be spent in succeeding Financial Years ( in lakh) | Deficiency, if any | |
| 135 ( in lakh) | Amount ( in lakh) | Date of Transfer | ||||||
| Not Applicable | ||||||||
. WHETHER ANY CAPITAL ASSETS HAVE BEEN CREATED OR ACQUIRED THROUGH CORPORATE SOCIAL RESPONSIBILITY AMOUNT SPENT IN THE FINANCIAL YEAR: NO
If yes, enter the number of Capital assets created/acquired
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
| Sl. No. | Short particulars of the property or assets(s) (including complete address and location of the property) | Pin code of the property asset(s) | Date of creation | Amount of CSR amount spent ( in lakh) | Details of entity/Authority/beneficiary of the registered owner | ||
| (1) | (2) | (3) | (4) | (5) | (6) | ||
| CSR Registration Number, if applicable | Name | Registered Address | |||||
| Not Applicable | |||||||
. SPECIFY THE REASON_S_ IF THE COMPANY HAS FAILED TO SPEND TWO PERCENT OF THE AVERAGE NET PROFIT AS PER SECTION : NOT APPLICABLE
| Dr. Om Tantia | Dr. Aruna Tantia |
| DIN:00001342 | DIN:00001347 |
| Chairman and Managing Director & Chairman-CSR Committee | Director & Member-CSR Committee |
| GPT Healthcare Limited | GPT Healthcare Limited |
| Dated: May 18, 2026 | Dated: May 18, 2026 |
#CSREnd#
#SARStart#
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
GPT Healthcare Limited,
CIN NO. L70101WB1989PLC047402
GPT Centre, JC-25, Sector-III, Salt Lake Kolkata –700106, West Bengal
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GPT Healthcare Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its o_cers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2026 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by GPT Healthcare Limited (the Company) for the financial year ended on March 31, 2026 , according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under: (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
- 2009; The company has not issued any shares during the year.
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
Not applicable, since the Company has not raised any such scheme as per (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 during the year.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
Not applicable, since the company has not issued any debt securities during the year (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable, since the company has not applied for delisting of shares during the year and; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; not applicable, since the company has not bought back of shares during the year (vi) Other specifically applicable laws to the Company.
1. Blood Bank Regulations under Drugs and Cosmetics Act, 1940
2. Clinical Thermometers (Quality Control) Order, 2001a
3. The Dentists Act, 1948
4. Drugs and Cosmetics Act, 1940
5. Drugs and Cosmetics Rules, 1945
6. Drugs and Magic Remedies (Objectionable
Advertisements) Act, 1954
7. Drugs and Magical Remedies Rules, 1955
8. Epidemic Diseases Act, 1897
9. Ethical guidelines for Biomedical Research on Human
Subjects
10. Excise Permit (For Storage of Spirit) under Central
Excise Act, 1956
11. Infant Milk Substitute, Feeding Bottles and Infant Foods
(Regulation of Production, Supply and Distribution) Act,
1992
12. Infant Milk Substitute, Feeding Bottles and Infant Foods
(Regulation of Production, Supply and Distribution)
Rules, 1993
13. Legal Metrology Act, 2009
14. Legal Metrology Rules, 2011
15. Medical Termination of Pregnancy Act, 1971
16. Medical Termination of Pregnancy Regulations, 2003
17. Medical Termination of Pregnancy Rules, 2003
18. NACO Guidelines
19. Mental Healthcare Act, 2017
20. Narcotic Drugs and Psychotropic Substances Act,
1985
21. Narcotic Drugs and Psychotropic Substances Rules,
1985
22. Pharmacy Act, 1948
23. Poisons Act, 1919
24. Poisons Rules (state specific)
25. Pre Conception and Prenatal Diagnostic Techniques
Act, 1994
26. Pre Conception and Prenatal Diagnostic Techniques,
Prohibition of Sex Selection Rules, 1996
27. Prevention of Illicit Tra_c in Narcotics Drugs Act, 1988
28. Clinical Establishments and Registration Act, 2010/
State Private Clinical Establishment Registration Act.
29. E-Waste Management Rules, 2016
30. Solid Waste Management Rules, 2016
31. Batteries Waste Management Rules, 2001
32. Plastic Waste Management Rules, 2016
33. All other laws as would be applicable to the Company
from time to time.
I have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India as amended from time to time, ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, and iii. Pursuant to General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (MCA) read together with other previous Circulars issued by MCA in this regard (collectively referred to as MCA Circulars) and Circular No. SEBI/ HO/CFD/CFD-PoD- 2/P/CIR/2024/133 dated October 3, 2024 issued by the Securities and Exchange Board of India (SEBI) read together with other previous Circulars issued by SEBI in this regard (collectively referred to as SEBI Circulars), companies are permitted to convene the AGM through VC or OAVM without physical presence of the Members at a common venue till September 30, 2025. Hence, in compliance with the said circulars and provisions of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Annual General Meeting of the Company for the year 2025 was held through VC/OAVM and the Company has Complied with the provisions of the said circulars.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
I FURTHER REPORT THAT
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. Following changes in the composition of the Board of Directors and Key Managerial Personnel (KMP) has occurred during the year:
| Sl. No. | Name of the Director / KMP | Particulars of Changes |
| 1. | Late Dwarika Prasad Tantia (Whole time Director) Executive Chairman | Cessation due to death w.e.f August 17, 2025 |
| 2. | Mr. Shree Gopal Tantia (Additional Director) | Appointment w.e.f September 24, 2025 |
| 3. | Mr. Shree Gopal Tantia (Director) | Change in designation w.e.f October 27, 2025 |
| 4. | Dr. Om Tantia, Chairman and Managing Director | Appointment as Chairman and Managing |
| Director w.e.f November 8, 2025 | ||
| 5. | Mr. Shree Gopal Tantia, Vice Chairman | Designation has been changed as Vice |
| Chairman w.e.f November 8, 2025 |
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.
• Pursuant to Section 5, 14 and other applicable provisions, if any, of the Companies Act, 2013, the Company has passed the Special Resolution by members for Alteration of Articles of Association of the Company through Postal Ballot E-voting on October 27, 2025.
• Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Company has passed the Special Resolution by members for Appointment of Mr. Shree Gopal Tantia, Promoter (DIN:00001346) as a Director (Non Executive and Non Independent) of the Company through Postal Ballot E-voting on October 27, 2025.
• The Company had held its 36th Annual General meeting (AGM) through Video Conferencing and other Audio Visual Means and passed following Special Resolution in the AGM held on August 5, 2025:
1) Pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(6) and other applicable relevant provisions, to the extent applicable, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Variation in terms and conditions of employment of Mr. Dwarika Prasad Tantia, Executive Chairman.
2) Pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(6) and other applicable relevant provisions, to the extent applicable, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Variation in terms and conditions of employment of Mr. Anurag Tantia, Executive Director.
3) Pursuant to the provisions of Sections 188 and other applicable provisions of the Companies Act, 2013 (the Act) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and Regulation 17(6) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications(s) or re-enactment(s) thereof Payment of Doctor Consultancy Fees to Dr. Aruna Tantia, Non Executive Non Independent Director.
4) Pursuant to the provisions of Regulation 17(6)(ca) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of Sections 188 and other applicable provisions of the Companies Act, 2013 (the Act) and rules made thereunder Payment of Professional Fees i.e. Doctors Consultancy Fees to Dr. Ghanshyam Goyal, Non Executive Director of the Company for the Financial Year 2025-26 .
5) Pursuant to Regulation 17 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Continuation of Directorship of Mr. Kashi Prasad Khandelwal as a Non Executive Independent Director of the Company on completion of 75 years of age.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
| Place: Kolkata | Ashok Kumar Daga |
| Dated: May 12 th , 2026 | [Practicing Company Secretary] |
| UDIN NO. _ F002699H000337044 | FCS No. 2699 |
| CP No. 2948 |
#SAREnd#
#MDStart#
THE INDIAN ECONOMY
Indias economy maintained its trajectory as the worlds fastest-growing major economy in FY26. According to the Second Advance Estimates (SAE) from MoSPI, Indias Real GDP growth is estimated at 7.6%, supported by the transition to the new base year (2022-23) which more accurately reflects the countrys post-pandemic structural shifts and increased formalization.
Sectoral performance was particularly robust, with Manufacturing GVA registering a double-digit leap to 11.5%. The Services sector continued its dominant trajectory with a 10.1% growth, while Private Final Consumption Expenditure (PFCE) expanded by over 7.0%. This rise in discretionary spending serves as a primary tailwind signalling resilient domestic demand and rising disposable incomes. The macro economic stability was bolstered by a moderation in headline inflation, which averaged 3.2% during the fiscal year, with the budget providing a conducive environment for capital expenditure and long-term infrastructure investment.
OUTLOOK FOR FY
The Economic Survey 2025-26 and the Reserve Bank of India (RBI) maintain a positive outlook for the upcoming fiscal year, projecting real GDP growth within a steady corridor of 6.8% to 7.2%. This continued momentum is anchored by a significant Infrastructure Push, where enhanced budgetary allocations toward social infrastructure including the expansion of medical colleges and integrated digital health ecosystems.
However, RBIs Monetary Policy Committee (MPC) underscore specific headwinds that necessitate a calibrated and cautious approach. Global volatility in energy prices and persistent trade policy uncertainties pose latent risks to logistics, cost of imports, and overall operational overheads. In response to these potential supply-side shocks, the RBI has revised its FY27 inflation projection upward to 4.6%. Despite these external risks, Indias strong domestic demand, improving infrastructure, and ongoing reform momentum provide a solid foundation for sustained growth.
OVERVIEW OF THE INDIAN HEALTHCARE LANDSCAPE
The Indian healthcare industry continues to be one of the fastest-growing sectors of the economy, projected to grow at a CAGR of approximately 6.31%, supported by rising healthcare awareness, increasing insurance penetration, expanding medical infrastructure, and growing demand for specialized care. The sector is steadily transitioning from a volume-driven model to a value-driven healthcare ecosystem, where clinical outcomes, advanced treatment capabilities, and patient experience are becoming key di_erentiators. Government initiatives continue to play a significant role in strengthening healthcare accessibility and infrastructure. The Union Budget 2026-27 allocated
1,06,530 crore to the Ministry of Health & Family Welfare, while continued focus on schemes such as PM-JAY and the Ayushman Bharat Health Infrastructure Mission (PM-ABHIM) is expected to improve healthcare access and support long-term sector growth.
KEY INDUSTRY TRENDS
• Rising incidence of non-communicable diseases (NCDs) driving demand for specialized tertiary care services
• Strong growth in complex and high-acuity treatments across cardiology, oncology, nephrology, and robotic surgeries
• Increasing emergence of Tier-2 and Tier-3 cities as healthcare growth centres due to infrastructure expansion and improving accessibility
• Continued digital transformation through telemedicine, electronic health records, AI-enabled diagnostics, and integrated healthcare platforms
• Growing medical value travel (MVT) opportunities supported by cost competitiveness and clinical expertise
• Higher government focus on healthcare infrastructure, insurance coverage, and public health spending through national healthcare schemes
Indias healthcare sector remains well positioned for long-term growth, supported by favourable demographics, increasing healthcare expenditure, rising middle-class incomes, and growing demand for quality healthcare services. The medical value travel (MVT) market is also expected to witness strong expansion, with India emerging as a preferred destination for a_ordable and high-quality treatment. Eastern India, particularly West Bengal, continues to offer significant growth opportunities due to persistent demand-supply gaps in advanced healthcare infrastructure and increasing patient inflows from neighbouring regions and countries.
COMPANY OVERVIEW
GPT Healthcare Limited is a leading healthcare provider in Eastern India, operating strategically located, full-service hospitals that offer high-quality specialty care. Backed by advanced infrastructure and a skilled team, the Company emphasizes operational e_ciency, growth, and patient-centric service.
With integrated diagnostics and a strong brand presence, GPT Healthcare delivers a_ordable, accessible care in an underpenetrated market. Its early-mover advantage and strong medical professional network position it to meet rising healthcare demand in the region.
ROAD AHEAD
Looking ahead, the company is well-positioned to capitalize on its strategic presence in Eastern India, particularly in underpenetrated and high-potential markets such as West Bengal, eastern Uttar Pradesh, Jharkhand, Odisha and the Northeast. With strong brand equity, a skilled medical workforce, and a robust tertiary care model, the company aims to drive growth through operational efficiency, asset-light expansion, and technological advancements, including robotic surgery and digital HMIS systems. Despite challenges like rising competition, the need for talent retention and evolving technology, the outlook remains positive, supported by government healthcare initiatives, growing medical tourism and increasing demand for affordable, quality care. The financial performance of the Company reflects continued growth in revenue from operations during the year. However, profitability remained moderated as compared to the previous financial year, primarily on account of the addition of a new hospital. The Companys continued focus on optimizing hospital utilization and expanding specialty services provides a strong foundation for sustainable long-term growth and improved financial performance..
SWOT ANALYSIS
Strengths
• Strategic presence in Eastern India with underpenetrated markets
• Enhanced brand equity through well-located hospitals in densly populated areas
• Skilled medical workforce and high-volume tertiary care model
• Digital transformation via HMIS for seamless patient experience
Weaknesses
• Susceptibility to financial market volatility
• Data security and patient confidentiality risks
• Profitability dependent on cost effciency of medical supplies
Opportunities
• Diverse service portfolio and specialist consultant collaborations
• Growth potential from increasing medical tourism
• Government healthcare initiatives in East and Northeast India
• Ability to serve underserved markets with affordable care
Threats
• Intense competition from established and emerging players
• Need for continuous adaptation to rapid medical technology change
• Challenges in attracting and retaining skilled professionals
OUR STRATEGIES
Enhancing healthcare quality and financial performance: Committed to continuous improvement in healthcare services while ensuring strong financial returns.
Strengthening existing hospitals: Expanding specialty mix, deepening expertise, and introducing new services to meet increasing demand.
Asset-light expansion: Exploring revenue-sharing and management-based models to accelerate growth with minimal operational risks.
Optimizing hospital efficiency: Increasing occupancy rates, improving equipment utilisation, and expanding tertiary care, preventive healthcare, and community outreach programs.
Adopting Advanced Medical Technologies: The Company continues to strengthen its clinical capabilities by integrating advanced medical technologies and cutting-edge treatment modalities, including robotic-assisted surgery. During FY26, a total of 239 robotic surgeries were successfully performed across the Group hospitals, comprising 198 procedures at the Salt Lake Hospital and 41 procedures at the Howrah Hospital. With these additions, the cumulative number of robotic-assisted surgeries conducted across the hospitals has surpassed 800 procedures as of March 31, 2026, reflecting the Companys commitment to delivering precision-driven, minimally invasive, and patient-centric healthcare services.
OUTLOOK
The healthcare sector is gaining increasing importance in Indias economic and social development. However, policy focus in areas such as strengthening public health infrastructure, improving insurance penetration, still low across much of the population, and expanding the Ayushman Bharat scheme remains limited. Moreover, proposals like GST exemption on health insurance premiums and increased health-related allocations in the Union Budget could act as vital enablers. These steps would not only enhance access and a_ordability but also complement Indias broader growth momentum by promoting a healthier and more productive population.
FINANCIAL ANALYSIS WITH RESPECT TO OPERATIONAL PERFORMANCE AND SEGMENT WISE PERFORMANCE
The Company is projected to deliver a robust financial performance, with revenue from operations (growing at a CAGR of 7.74 % over the two year period) spanning FY 2025 to FY 2026. The Companys PAT has declined from 4,992.17 lakh in FY25 to
4,222.05 lakh in FY26.
EBITDA growth has decreased from - 1.38 % in FY25 to -1.87 % in FY26. The growth in hospital revenue has increased from 1.72% in FY25 to 16.08% in FY26.
| Hospitals | Total bed capacity | Hospital revenue ( in crore) | Bed occupancy rate (%) | Average revenue per occupied bed ( per day) |
| Salt Lake Hospital | 85 | 79.83 | 62.41% | 41,227 |
| Agartala Hospital | 205 | 138.93 | 51.53% | 36,029 |
| Dum Dum Hospital | 155 | 159.77 | 66.16% | 42,684 |
| Howrah Hospital | 116 | 66.08 | 43.64% | 35,767 |
| Raipur Hospital | 158 | 27.74 | 12.35% | 42,440 |
| Total | 719 | 472.35 | 45.87% | 39,243 |
| ( in lakhs) | ||
| Particulars | FY2025-26 | FY2024-25 |
| Revenue | 47,254.70 | 40,709.14 |
| Other Income | 595.12 | 849.43 |
| Total Income | 47,849.82 | 41,558.57 |
| Expenditure | 42,369.27 | 34,624.01 |
| Profit Before Tax | 5,480.55 | 6,934.56 |
| Profit After Tax | 4,222.05 | 4,992.17 |
| EPS | 5.15 | 6.08 |
| RATIOS | ||||
| Financial Ratios | FY2025-26 | FY2024-25 | % Change | Reason if the change is more than 25% |
| Current ratio (in times) | 1.12 | 1.06 | 6% | - |
| Debt equity ratio (in times) | 0.34 | 0.14 | 137% | The variance is due to additional borrowings |
| availed for setting up the new Raipur unit | ||||
| Debt service coverage ratio (in | 4.77 | 10.03 | -52% | The variance is due to higher loan repayment |
| times) | and interest cost for the new Raipur unit | |||
| Return on equity ratio (%) | 16.32% | 21.41% | -24% | - |
| Inventory turnover (in times) | 12.01 | 11.28 | 6% | - |
| Trade receivables turnover ratio | 11.05 | 8.58 | 29% | The variance is due to a decrease in trade re- |
| (in times) | ceivables | |||
| Trade payables turnover ratio (in | 2.38 | 2.20 | 8% | - |
| times) | ||||
| Net capital turnover ratio (in times) | 48.29 | 89.02 | -46% | The variance is due to setup of new unit in rai- |
| pur having required working capital require- | ||||
| ment | ||||
| Net profit ratio (%) | 8.93% | 12.26% | -27% | The variance is due to increase in finance |
| costs and other operating expenses, due to | ||||
| the commencement of new Raipur unit | ||||
| Return on capital employed (%) | 16.60% | 24.15% | -31% | The variance is due to lower profitability |
| during the year due to the commencement of | ||||
| new Raipur unit | ||||
| Return on Investment (%) | 7.39% | 10.39% | -29% | The variance is due to a lower holding period |
| of investments during the year compared to | ||||
| the previous year, resulting in lower invest- | ||||
| ment income | ||||
| Operating Profit Margin (%) | 19.07% | 22.50% | 15.24% | - |
| Financial Ratios | FY2025-26 | FY2024-25 | % Change Reason if the change is more than 25% |
| Net Profit Margin (%) | 8.93% | 12.26% | -27% The variance is due to increase in finance |
| costs and other operating expenses, due to | |||
| the commencement of new Raipur unit |
| RISK AND CONCERNS | |||
| Operational Risks: | |||
| Risk | Description | Mitigation | |
| Supply chain depen- Dependence on third-party suppliers for | The Company maintains a diversified supplier base, long- | ||
| dency medical consumables and equipment may | term supply contracts, and disciplined inventory manage- | ||
| disrupt operations if vendors fail to meet | ment practices to ensure continuity of care. | ||
| obligations. | |||
| Low bed occupancy Suboptimal inpatient utilisation relative to | The Company has expanded its specialty services, | ||
| peers may limit revenue and dilute returns | strengthened referral networks, and maintains targeted pa- | ||
| on capital investments. | tient outreach programmes to improve occupancy levels. |
| Technology Risks: | ||
| Risk | Description | Mitigation |
| IT system failures | Failures in core clinical or administrative | The Company has invested in robust IT infrastructure with |
| systems could disrupt operations, impact | regular upgrade cycles and maintains a dedicated IT team | |
| patient care, and compromise sensitive | for proactive monitoring and rapid recovery. | |
| data. | ||
| Cybersecurity breach | Unauthorised access to patient or | The Company maintains multi-layered cybersecurity |
| financial data could result in regulatory | controls, conducts regular vulnerability assessments, and | |
| penalties, reputational harm, and opera- | has established incident response protocols aligned with | |
| tional disruption. | applicable data protection standards. |
| Financial Risks | ||
| Risk | Description | Mitigation |
| Payment delays from | Delayed reimbursements from insurers | The Company maintains strict billing and collections |
| insurers | and third-party payors may constrain cash | processes and has established partnerships with insurers |
| flow and affect financial stability. | and financial institutions to support timely receivables | |
| realisation. | ||
| Revenue concentration | Over-reliance on a narrow mix of revenue | The Company has been diversifying its specialty |
| streams or payor segments could amplify | service operings and maintains a strategy to broaden | |
| the impact of any adverse development. | its payor mix through targeted corporate and insurance | |
| partnerships. |
| Regulatory Risks | ||
| Risk | Description | Mitigation |
| Regulatory & licensing | Changes to healthcare regulations or | The Company maintains a dedicated compliance |
| accreditation standards may require | function, conducts regular regulatory reviews, and | |
| operational adjustments and increase | has established proactive engagement with relevant | |
| compliance costs. | authorities to adapt to policy changes. | |
| Data privacy & patient rights | Non-compliance with health data privacy The Company maintains robust data governance | |
| laws could attract penalties and erode | policies, conducts periodic compliance audits, and | |
| patient trust. | has implemented sta_ training programmes on patient | |
| confidentiality obligations and India Digital Personal | ||
| Data Protection Act, 2023 (DPDP Act) |
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Companys internal controls are commensurate with the nature of its business and the size of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance with corporate policies.
The Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2026. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Audit is carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure and the report is placed in the Audit Committee.
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of Companies Act, 2013, (the Act) and other relevant provisions of the Act. The Company maintains all its records in ERP system (SAP) and the audit trail have been enabled through the year as well in the ERP system.
The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & e_ectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of companys risk management policies & systems.
The Statutory Auditor have issued an unmodified opinion on the internal controls of the Company for the quarter and year ended March 31, 2026.
HUMAN RESOURCE
GPT Healthcare Limited believes that its people are central to delivering quality healthcare services and sustaining long-term growth. The Company continues to foster a patient-centric, performance-driven, and collaborative work culture through continuous learning, skill enhancement, leadership development, and employee engagement initiatives across its hospital network. With a strong focus on talent retention, employee well-being, ethics, safety, and service excellence, the Company has built a skilled workforce across clinical, nursing, technical, administrative, and support functions, contributing to high standards of patient care and operational excellence. As on March 31, 2026, the Company had 2124 employees across its operations.
HEALTH, SAFETY AND SERVICE EXCELLENCE
GPT Healthcare Limited remains committed to maintaining high standards of patient safety, clinical quality, and operational excellence across its hospital network. The Company follows structured clinical protocols and standard operating procedures covering infection control, biomedical waste management, emergency response, occupational health, and patient safety, in compliance with applicable healthcare regulations and statutory requirements. Regular audits, sta_ training programmes, and technology-enabled monitoring systems further support quality healthcare delivery, service e_ciency, and an enhanced patient experience across its operations.
CAUTIONARY STATEMENT
The statements made in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, and expectations may be forward-looking statements within the meaning of applicable securities laws & regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand, supply, and price conditions in the domestic & overseas markets in which the Company operates, changes in Government regulations, tax laws & other statutes, and other incidental factors. The Company assumes no responsibility in respect of forward-looking statements, which may be amended or modified in the future.
Report on Corporate Governance
In accordance with Regulation 34(3) read with Schedule-V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing regulations) (amended up to date) with the stock exchanges of India, the report containing details of governance systems and processes at GPT Healthcare Limited is as under:-
1. The Companys philosophy on Code of Governance a) Ensure that the quantity, quality and frequency of financial and managerial information, which the management shares with the Board, fully places the Board Members in control of the Companys affairs. b) Ensure that the Board exercises its fiduciary responsibilities towards shareowners and creditors, thereby ensuring high accountability. c) Ensure that the extent to which the information is disclosed to present and potential investors is maximized. d) Ensure that decision-making is transparent and documentary evidence is traceable through the minutes of the meetings of the Board/Committee thereof. e) Ensure that the Board, the management, the employees and all concerned are fully committed in maximizing long-term values to the shareowners and the Company. f) Ensure that the core values of the Company are protected. g) Ensure that the Company positions itself from time to time to be at par with other world-class companies in operating practices.
2. Board of Directors
Composition and Category of Directors
As at March 31, 2026, the Board comprises of ten Directors, out of which two are executive directors, five are non executive independent directors and three are non executive non-independent directors. The Board has one woman independent director. The chairman of the Board of the Company is Dr. Om Tantia, who is the Chairman and Managing Director (executive chairman). The brief profile of each director is available on the website of the Company at https://ilshospitals.com/wp-content/uploads/2025/04/Brief-Profiles-of-Directors-of-GPT-Healthcare-Limited.pdf.
The Companys day-to-day Affairs are being managed by two Executive Directors, one of whom is designated as the Chairman and Managing Director and other one is Executive Director of the Company.
In compliance with the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 as amended, we report that: (a) the Board has met at least four times in the last year (F.Y. 2025-26) and there has not been a time gap of more than 120 days between any two meetings of the Board; (b) the number of Non Executive directors is not less than 50% of the overall number of directors; (c) at least half of the Board comprises of independent directors; (d) none of the directors serve as independent director in more than seven listed companies (including the Company); (e) none of the directors serve as director in more than seven listed companies (including the Company); (f) none of the directors who serve as a Whole time director in any listed company serve as an independent director in more than three listed companies; (g) none of the directors of the Company, is a member of more than ten committees, across all listed entities; (h) none of the directors of the Company, is a chairman of more than five committees across all listed entities; and (i) none of the independent directors hold any employee stock options.
For the purposes of determination of limits in point (g) and (h) above, chairpersonship and membership of the Audit Committee and the Stakeholders Relationship Committee has been considered, in compliance with Regulation 26.
We further confirm that as on the date of this report, the composition of the Board, the Committees are in accordance with the Companies Act, 2013, read with the rules thereunder, and the Listing Regulations, as applicable. The Board and the Committees shall meet such number of times as may be required under law.
The Independent directors constituting a part of the Board are eligible to be appointed as such, in accordance with the Companies Act, 2013, and the Listing Regulations, as applicable.
The Company has appointed a qualified company secretary as the compliance Officer of the Company. Below are the details of the company secretary and compliance o_cer:
1. Name: Ankur Sharma
2. Designation: Company Secretary and Compliance Officer
3. Date of appointment: October 14, 2014 appointed as Company Secretary and on September 30, 2021 designated as Compliance Officer
4. Disclosure of relationships between directors: None
5. Brief profile: Mr. Ankur Sharma is the Company Secretary and Compliance Officer of the Company, he joined the Company on September 5, 2014 and was appointed as the Company Secretary with effect from October 14, 2014 and on September 30, 2021 designated as Compliance Officer. He holds bachelors degree in Commerce from University of Calcutta and is a member of the Institute of Company
Secretaries of India. He has previously worked with M.K. Sharma & Associates, practicing Company Secretary.
All Independent Directors have given necessary declaration of independence under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors meet the requirements prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and are independent of the management. Further, all Independent Directors have complied with the provisions of Rule 6 sub rule (1) & (2) of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 regarding inclusion of name in the databank of Independent Directors.
Out of five Independent Directors of the Company, three Independent Directors have passed the Online Proficiency Self Assessment Test conducted by Indian Institute of Corporate Affairs (IICA) and Two Independent Directors were exempted by Indian Institute of Corporate Affairs (IICA) from appearing Online Proficiency Self-Assessment Test, as they have fulfilled the conditions for seeking exemption from appearing for the Online Proficiency Self-Assessment Test.
Board Composition and attendance at Board Meetings and Last Annual General Meeting and particulars of other
Directorships, Chairmanships/Memberships
| Name of Directors and Designation | Category | Number of Board meetings attended during FY 2025-26 (Total 5 | Whether attended the last AGM held on August 5, | Number of Directorship in other Companies | Number of Committee positions held in other Public Companies | Directorship in other listed entity (Category of Directorship) | Shareholding in the Company | ||
| board | 2025 | Private | Public | Chairman | Member | ||||
| meetings | |||||||||
| held) | |||||||||
| Late Dwarika | Promoter, | 2/2 | Yes | Nil after August | Nil | Nil | Nil after August | Nil after August | |
| Prasad Tantia, | Executive | (Refer Note 3) | 17, 2025 due to | 17, 2025 due to | 17, 2025 due to | ||||
| Executive | demise | demise | demise | ||||||
| Chairman | |||||||||
| Dr. Om Tantia, | Promoter, | 5/5 | Yes | 1 | 1 | Nil | Nil | GPT Infraprojects | 300 Equity |
| Chairman and | Executive | (Refer Note 4) | Limited, Non | Shares | |||||
| Managing | Executive | ||||||||
| Director | Chairman | ||||||||
| Mr. Shree Gopal | Promoter, | 2/2 | NA | 1 | 1 | Nil | Nil | GPT Infraprojects | 300 Equity |
| Tantia, Vice | Non Executive | (Refer Note 5) | Limited, | Shares | |||||
| Chairman and | Managing | ||||||||
| Director | Director | ||||||||
| Dr. Aruna Tantia, | Promoter Group, | 5/5 | Yes | Nil | Nil | Nil | Nil | Nil | 300 Equity |
| Director | Non Executive | Shares | |||||||
| Dr. Ghanshyam | Non Executive, | 5/5 | No | Nil | Nil | Nil | Nil | Nil | Nil |
| Goyal, Director | Non Independent | ||||||||
| Mr. Anurag | Promoter Group, | 5/5 | Yes | Nil | Nil | Nil | Nil | Nil | Nil |
| Tantia, Executive | Executive | ||||||||
| Director | |||||||||
| Name of Directors and Designation | Category | Number of Board meetings attended during FY 2025-26 (Total 5 | Whether attended the last AGM held on August 5, | Number of Directorship in other Companies | Number of Committee positions held in other Public Companies | Directorship in other listed entity (Category of Directorship) | Shareholding in the Company | ||
| board | 2025 | Private | Public | Chairman | Member | ||||
| meetings | |||||||||
| held) | |||||||||
| Mr. Hari Modi, | Non Executive, | 5/5 | Yes | 3 | 1 | 1 | 1 | GPT Infraprojects | Nil |
| Independent | Independent | Limited | |||||||
| Director | Non Executive, | ||||||||
| Independent | |||||||||
| Director | |||||||||
| Dr. Tapti Sen, | Non Executive, | 5/5 | Yes | Nil | Nil | Nil | Nil | Nil | Nil |
| Independent | Independent | ||||||||
| Director | |||||||||
| Mr. Kashi Prasad | Non Executive, | 5/5 | Yes | Nil | 6 | 4 | 7 | 1. LIC Housing | Nil |
| Khandelwal, | Independent | Finance Limited | |||||||
| Independent | Non Executive, | ||||||||
| Director | Independent | ||||||||
| Director | |||||||||
| 2. GPT | |||||||||
| Infraprojects | |||||||||
| Limited | |||||||||
| Non Executive, | |||||||||
| Independent | |||||||||
| Director | |||||||||
| 3. Kiran Vyapar | |||||||||
| Limited | |||||||||
| Non Executive, | |||||||||
| Independent | |||||||||
| Director | |||||||||
| Mr. Amrendra | Non Executive, | 5/5 | Yes | Nil | 2 | Nil | 1 | Electrosteel | Nil |
| Prasad Verma, | Independent | Casting Limited | |||||||
| Independent | Non Executive, | ||||||||
| Director | Independent | ||||||||
| Director | |||||||||
| Mr. Deepak | Non Executive, | 5/5 | Yes | 2 | Nil | Nil | Nil | Nil | Nil |
| Pramanik, | Independent | ||||||||
| Independent | |||||||||
| Director | |||||||||
Notes:
1. Independent Directors meet with criteria of their Independence as mentioned in Regulation 25 (3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. Other directorships do not include directorship of Section 8 Companies and of Companies Incorporated outside India.
2. Chairmanships/Memberships of other Board Committees include Audit and Stakeholders Relationship Committees only.
3. Late Dwarika Prasad Tantia, ceased to be the Director, KMP and Executive Chairman of the Company due to his unfortunate demise on August 17, 2025. Accordingly, the number of meetings held during his tenure is considered from the beginning of the financial year till the date of cessation and his shareholding has been transferred to his successors viz. Mr. Atul Tantia and Mr. Vaibhav Tantia.
4. The Board of Directors, at its meeting held on November 8, 2025, elevated Dr. Om Tantia from the position of Managing Director to the position of Chairman and Managing Director of the Company with effect from the same date.
5. Mr. Shree Gopal Tantia was appointed as a Director in the Board Meeting held on September 24, 2025 and hence was entitled to attend Board Meetings held after his appointment. Further, the Board of Directors, at its meeting held on November 8, 2025, appointed him as the Vice Chairman of the Company with effect from the same date.
Details of Board meetings held and attendance of each Director during FY 2025-26:
| Name of the Directors | Date of Board Meetings | ||||
| May 23, 2025 | August 6, 2025 | September 24, 2025 | November 8, 2025 | February 2, 2026 | |
| Late Dwarika Prasad | Yes | Yes | NA | NA | NA |
| Tantia | |||||
| Dr. Om Tantia | Yes | Yes | Yes | Yes | Yes |
| Mr. Shree Gopal Tantia | NA | NA | NA | Yes | Yes |
| Dr. Aruna Tantia | Yes | Yes | Yes | Yes | Yes |
| Dr. Ghanshyam Goyal | Yes | Yes | Yes | Yes | Yes |
| Mr. Anurag Tantia | Yes | Yes | Yes | Yes | Yes |
| Mr. Hari Modi | Yes | Yes | Yes | Yes | Yes |
| Dr. Tapti Sen | Yes | Yes | Yes | Yes | Yes |
| Mr. Kashi Prasad | Yes | Yes | Yes | Yes | Yes |
| Khandelwal | |||||
| Mr. Amrendra Prasad | Yes | Yes | Yes | Yes | Yes |
| Verma | |||||
| Mr. Deepak Pramanik | Yes | Yes | Yes | Yes | Yes |
All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the meetings of all the Board/Committees for the information of the Board. Additional agenda items in the form of Other Business are included with the permission of the Chairman and Independent Director. Agenda papers are circulated seven days prior to the Board Meeting. In addition, for any business exigencies, the resolutions may be passed by circulation and later be placed in the ensuing Board Meeting for ratification/approval.
Invitees & Proceedings
Apart from the Board members, other senior management executives are called as and when necessary, to provide additional inputs for the items being discussed by the Board/ Committee. The Chairpersons of various Board/Committees brief the Board on all the important matters discussed & decided at their respective committee meetings, which are generally held prior to the Board meeting.
Separate Meeting of Independent Directors
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligation
& Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on May 11, 2025 to review the performance of Non Independent Directors (including the Chairman) and the Board as a whole. The
Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
Disclosure of relationships between Directors inter-se
Dr. Om Tantia and Dr. Aruna Tantia are Spouse and Mr. Anurag Tantia is the son of Dr. Om Tantia and Dr. Aruna Tantia. Rest all Directors are unrelated to each other.
Details of Shareholding of Non Executive Directors as on March 31, 2026
| Name of the Non Executive Directors | No. of Equity Shares | No. of convertible instrument |
| Mr. Shree Gopal Tantia | 300 | Nil |
| Dr. Aruna Tantia | 300 | Nil |
| Dr. Ghanshyam Goyal | Nil | Nil |
| Mr. Amrendra Prasad Verma | Nil | Nil |
| Mr. Kashi Prasad Khandelwal | Nil | Nil |
| Dr. Tapti Sen | Nil | Nil |
| Mr. Hari Modi | Nil | Nil |
| Mr. Deepak Pramanik | Nil | Nil |
Familiarization programs imparted to Independent Directors
The Company has adopted a well-structured induction policy for orientation and training of the Non Executive Independent
Directors to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates, the Executive Directors, Senior Management including the Business COOs and also includes visit to Company and its units and other locations.
The details of familiarization programmes imparted to Independent Directors on May 11, 2025 alongwith, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the details are available on the website of the Company and can be accessed at the link: https://ilshospitals.com/shareholder-information/#CorporatePolicies
Core skills/expertise/competencies of the Board of the Directors
The Company recognises the importance of a diverse Board in enhancing the quality of its performance and ensuring e_ective decision-making. In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Board Diversity Policy, which is available at the link https://ilshospitals.com/shareholder-information/#CorporatePolicies, the Nomination and Remuneration Committee adopts a structured approach to ensure an appropriate balance of skills, experience, knowledge, and independence on the Board.
The Policy provides that the Board shall comprise an optimum combination of Executive, Non Executive and Independent Directors, including at least one Woman Director, in compliance with statutory requirements. While recommending appointments, the Committee considers diversity of thought, perspective, gender, age, cultural and educational background, professional experience, and expertise in areas such as healthcare, finance, administration, and management.
Appointments to the Board are made on merit, taking into account the qualifications, integrity, competence, and experience of the individual, ensuring that the Board collectively possesses the necessary skills and capabilities aligned with the Companys business objectives.
The Company is committed to fostering an inclusive environment and believes that a diverse Board contributes significantly to sustainable growth and long-term value creation. The Board of Directors had identified the followings list of core skills/expertise/ competencies in the context of the Companys business (es) and sector(s) for it to function effectively:-
a. Governance
Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term e_ective stakeholder engagements and driving corporate ethics and values.
b. Healthcare Business
Understanding, of healthcare business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions.
c. Strategy and Planning
Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments.
d. IT Skills
Domain knowledge of Information Technology and the recent developments in the sector to meet the best in class in the industry.
In compliance with SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 as amended, the following Directors have such skills/expertise/competencies:
| Skills | Name of Directors who have such skills / expertise / competence |
| Leadership qualities and in-depth knowledge | Dr. Om Tantia |
| and experience in general management | Mr. Shree Gopal Tantia |
| Mr. Anurag Tantia | |
| Mr. Amrendra Prasad Verma | |
| Mr. Kashi Prasad Khandelwal | |
| Mr. Hari Modi | |
| Mr. Deepak Pramanik | |
| Ability to analyse and understand the key | Dr. Om Tantia |
| financial statements, experience in the fields | Mr. Shree Gopal Tantia |
| of taxation, audit, financial management, | |
| Mr. Anurag Tantia | |
| banking, insurance and investments, treasury, | |
| Mr. Amrendra Prasad Verma | |
| fund raising and internal controls | |
| Skills | Name of Directors who have such skills / expertise / competence |
| Mr. Kashi Prasad Khandelwal | |
| Mr. Hari Modi | |
| Mr. Deepak Pramanik | |
| Corporate Matters, Governance, Companies | Dr. Om Tantia |
| Act and other Listing Regulations | |
| Mr. Shree Gopal Tantia | |
| Mr. Anurag Tantia | |
| Mr. Amrendra Prasad Verma | |
| Mr. Kashi Prasad Khandelwal | |
| Mr. Hari Modi | |
| Mr. Deepak Pramanik | |
| Industry experience in Healthcare Business | Dr. Om Tantia |
| in India | |
| Mr. Anurag Tantia | |
| Dr. Aruna Tantia | |
| Dr. Ghanshyam Goyal | |
| Dr. Tapti Sen | |
| Mr. Deepak Pramanik | |
| Interpersonal relations, human resources | Dr. Om Tantia |
| management, communication, corporate | |
| Mr. Shree Gopal Tantia | |
| social responsibility including environment | |
| and sustainability | Mr. Anurag Tantia |
| Dr. Aruna Tantia | |
| Dr. Ghanshyam Goyal | |
| Mr. Amrendra Prasad Verma | |
| Mr. Kashi Prasad Khandelwal | |
| Dr. Tapti Sen | |
| Mr. Hari Modi | |
| Mr. Deepak Pramanik | |
| Information Technology | Mr. Anurag Tantia |
| Mr. Deepak Pramanik | |
| Mr. Kashi Prasad Khandelwal |
Evaluation of the Boards Performance
The Board had adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. All evaluations were carried out through structured questionnaires designed specifically for evaluation of the Board/ Committees/ Individual Directors. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
Independence of the Independent Directors
The Board has taken on record the confirmations submitted by the Independent Directors and after assessing the veracity of the same, the Board is of the opinion that the Independent Directors fulfil the conditions specified in the SEBI Listing Regulations and are independent of the management.
Reason for resignation of Independent Director
There was no resignation of Independent Directors during the year under review.
3. Board Committees Audit Committee
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under amended SEBI Listing regulations as well as of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, as applicable, besides other terms as referred by the Board of Directors.
Terms of reference
The terms of reference of the Audit Committee framed vide Board Resolution dated September 27, 2023 are as mentioned below:
1. Oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;
2. Recommendation to the Board for appointment, reappointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;
3. Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;
4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
5. Approval of the key performance indicators being included in the offer documents in connection with the proposed initial public offer by the Company;
6. Formulation of a policy on related party transactions, which shall include materiality of related party transactions;
7. Examine and review with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: (i) Matters required to be included in the Directors Responsibility Statement to be included in the Board of Directors report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013; (ii) Changes, if any, in accounting policies and practices and reasons for the same; (iii) Major accounting entries involving estimates based on the exercise of judgment by management; (iv) Significant adjustments made in the financial statements arising out of audit findings; (v) Compliance with listing and other legal requirements relating to financial statements; (vi) Disclosure of any related party transactions; and (vii) Modified opinion(s) in the draft audit report.
8. Review, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;
9. Review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company; 10. Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;
Explanation: The term related party transactions shall have the same meaning as provided in Clause 2(zc) of the Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013; 11. Reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given; 12. Laying down the criteria for granting omnibus approval in line with the Companys policy on related party transactions; 13. Scrutinise inter-corporate loans and investments; 14. Valuation of undertakings or assets of the Company, wherever it is necessary; 15. Evaluate internal financial controls and risk management systems; 16. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; 17. Review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 18. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 19. Discuss with internal auditors of any significant findings and follow up there on; 20. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 21. Discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 22. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;
23. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 24. To review the functioning of the whistle blower mechanism; 25. Approve the appointment of the Chief Financial Officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) of the Company after assessing the qualifications, experience and background, etc. of the candidate; 26. Monitoring the end use of funds raised through public o_ers and related matters; 27. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; 28. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/ provided under the Companies Act (including Section 177), the Listing Regulations or by any other regulatory authority; 29. Review the utilisation of loans and/or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments existing as per applicable law; 30. Consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; and 31. Carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
The powers of the Audit Committee shall include the following: (a) To investigate any activity within its terms of reference; (b) To seek information from any employee of the Company; (c) To obtain outside legal or other professional advice; (d) To secure attendance of outsiders with relevant expertise, if it considers necessary and; (e) Such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations. The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management of the Company;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors of the Company;
4. Internal audit reports relating to internal control weaknesses;
5. Appointment, removal and terms of remuneration of the chief internal auditor;
6. Examination of financial statements and the auditors report thereon; and
7. Statement of deviations:
(i) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations; and (ii) Annual statement of funds utilised for purposes other than those stated in the document/ prospectus/notice in terms of Regulation 32(7) of the Listing Regulations.
8. Review the financial statements, in particular, the investments made by any unlisted subsidiary.
The Audit Committee may also review such matters as are considered appropriate by it or referred to it by the Board.
Composition of Committee, Name of Members and Chairperson and attendance of members :-
The composition of the Audit Committee is in accordance with the requirements of Regulation 18(1) of the Listing regulation and Section 177 of the Companies Act, 2013. The Audit Committee was last reconstituted on September 27, 2023. In order to evidence highest corporate governance standards, the Audit Committee comprises of entirely of three Non Executive Independent Directors as on March 31, 2026. The Chairman of the Audit Committee is Mr. Deepak Pramanik who is also a Non Executive Independent Director.
As per the requirements of Regulation 18 of the Listing regulations and Section 177 of the Companies Act, 2013, all members of the Audit Committee are financially literate with all three members having expertise in accounting or related financial management. The Chairman of the Audit Committee attended the previous Annual General Meeting held on August 5, 2025.
| Sl. | Name of the Director and | Attendance in Committee meeting held during FY 2025-26 | ||||
| position | May 23, 2025 | August 6, 2025 | September 24, 2025 | November 8, 2025 | February 2, 2026 | |
| 1. | Mr. Deepak Pramanik, Chairman | Yes | Yes | Yes | Yes | Yes |
| (Non Executive Independent | ||||||
| Director) | ||||||
| 2. | Mr. Kashi Prasad Khandelwal, | Yes | Yes | Yes | Yes | Yes |
| Member (Non Executive | ||||||
| Independent Director) | ||||||
| 3. | Mr. Amrendra Prasad Verma, | Yes | Yes | Yes | Yes | Yes |
| Member (Non Executive | ||||||
| Independent Director) | ||||||
In addition to the members of the Audit Committee, the meetings are attended by the heads of accounts, finance, and other respective functional heads of the Company, and by those executives of the Company who are considered necessary for providing inputs to the Committee and also by Statutory Auditors and Internal Auditors of the Company. The Company Secretary acts as the Secretary of the Committee.
Nomination and Remuneration Committee (NRC)
The terms of reference of Nomination and Remuneration Committee are completely aligned with the terms laid down in the Companies Act, 2013 and amended Regulation 19 read with Schedule II Part D of the Listing Regulations. The Nomination and Remuneration Committee was last reconstituted September 27, 2023. The brief description of the terms of reference of the Nomination and Remuneration Committee is as follows:
Terms of Reference
The terms of reference of the Nomination and Remuneration Committee framed vide Board Resolution dated September 27, 2023 are as mentioned below:
1. Formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend policy on remuneration of the directors, key managerial personnel and other employees to the Board;
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: (i) The level and composition of remuneration be reasonable and su_cient to attract, retain and motivate directors of the quality required to run the Company successfully; (ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;
2. For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: (i) Use the services of an external agencies, if required; (ii) Consider candidates from a wide range of backgrounds, having due regard to diversity; and (iii) Consider the time commitments of the candidates
3. Formulate criteria for evaluation of the performance of independent directors and the Board;
4. Devise a policy on Board diversity;
5. Identify persons who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and specify the manner for effective evaluation of performance of the Board, its committees, the individual Directors to be carried out either by the Board, the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance (including that of Independent Directors);
6. Determine whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of independent directors;
7. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;
8. Analyse, monitor and review various human resource and compensation matters;
9. Determine the Companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determine remuneration packages of such directors;
10. Determine compensation levels payable to the senior management personnel and other sta_ (as deemed necessary), which shall be market-related, usually consisting of a fixed and variable component; 11. Review and approve compensation strategy from time to time in the context of the then current Indian market and in accordance with applicable laws; 12. Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; 13. Frame suitable policies, procedures and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including: (i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; or (ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003; 14. Recommend to the Board, all remuneration, in whatever form, payable to senior management;
15. Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies Act (including Section 178), the Listing Regulations or by any other regulatory authority;
Composition of Committee, Name of Members and Chairperson and attendance of members:-
The composition of the Nomination and Remuneration Committee is in accordance with the requirement of Regulation 19(1) of the Listing regulation and Section 178 of the Companies Act, 2013. The Committee was last reconstituted on September 27, 2023. In order to evidence highest corporate governance standards, the Nomination and Remuneration Committee comprises entirely of three Non Executive Independent Directors as on March 31, 2026. The Chairman of the Nomination and Remuneration Committee is Mr. Kashi Prasad Khandelwal who is also a Non -Executive Independent Director. The Chairman of the Nomination and Remuneration Committee attended the previous Annual General Meeting held on August 5, 2025.
The Company Secretary acts as the Secretary of the Committee.
| Sl. | Name of Director and position | No. of Committee meeting held during FY 2025-26 and attendance | |||
| No. | May 23, 2025 | August 6, 2025 | September 24, 2025 | February 2, 2026 | |
| 1. | Mr. Kashi Prasad Khandelwal, | Yes | Yes | Yes | Yes |
| Chairman (Non Executive | |||||
| Independent Director) | |||||
| 2. | Mr. Hari Modi, Member (Non | Yes | Yes | Yes | Yes |
| Executive Independent Director) | |||||
| 3. | Dr. Tapti Sen, Member (Non | Yes | Yes | Yes | Yes |
| Executive Independent Director) | |||||
Performance Evaluation Criteria for Independent Directors
Some of the specific issues and questions that are considered in the performance evaluation of an Independent Director (the exercise
in which the concerned director being evaluated shall not be included) are set out below:
Assessment Criteria
1 Attendance and participations in the Meetings and timely inputs on the minutes of the meetings.
2 Adherence to ethical standards & code of conduct of Company and disclosure of non – independence, as and when it
exists and disclosure of interest.
3 Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings.
4 Interpersonal relations with other Directors and management.
5 Objective evaluation of Boards performance, rendering independent, unbiased opinion, etc.
6 Understanding of the Company and the external environment in which it operates and contribution to strategic direction.
7 Safeguarding interest of whistle-blowers under vigil mechanism and safeguarding of confidential information.
8 Qualifications, Experience, Knowledge and Competency, Fulfillment of functions, Ability to function as a team, Initiative,
Availability and attendance, Commitment, Contribution, Integrity, Independence and Independent views and judgement.
Based on the above criteria each of the Independent Directors is assessed by the other directors (including other Independent Directors) by giving a rating of Surpasses Expectations (3) or Meets Expectations (2) or Below Expectations (1). The total of the ratings so awarded are averaged over the number of persons who have awarded the rating.
Remuneration of Directors: -
Pecuniary relationship or transactions of Non Executive Directors
The Company has five Non Executive Independent Directors, who are entitled to sitting fees of 40,000 for attending each meeting of the Board and its Committees, along with reimbursement of expenses, if any. Apart from the payment of sitting fees and reimbursement of expenses, these directors do not have any other pecuniary relationship or transactions with the Company.
Further, the Company has three Non Executive Non Independent Directors. Out of these:
Two Non Executive Non Independent Directors are paid professional fees in the nature of doctor consultancy fees for rendering medical services at the hospitals of the Company; and
One Non Executive Non Independent Director is entitled only to sitting fees for attending meetings of the Board and its Committees, along with reimbursement of expenses, if any.
The criteria for payment of professional doctor consultancy fees to the following directors are as under:
| Dr. Aruna Tantia | a. For consultations- Outpatient and |
| Inpatient \u2013 80% Sharing | |
| b. For surgical procedures: 80% | |
| Sharing | |
| c. For package: 35% Sharing | |
| Dr. Ghanshyam | a. For Out Patient and In Patient Consul- |
| Goyal | tation-90% (Ninety Percent) Sharing |
| b. Bariatric Cases- 20,000 for Stan- | |
| dard and Twin Bed Sharing 25,000 | |
| for Single Room / Suite | |
| c. IP Diagnostics-10% (Ten Percent) | |
| Sharing | |
| d. OP Diagnostics-15% (Fifteen Per- | |
| cent) Sharing |
They are also paid sitting fees of 40,000 for attending each meeting of Board and Committees thereof plus reimbursement of expenses, if any. NEDs may also be paid/reimbursed such sums either as fixed allowance and /or actual as fair compensation for travel, boarding and lodging and incidental and /or actual out of pocket expenses incurred by such member for attending Board/Committee Meetings or for Companys work.
The above are the only criteria for making payment to the Non Executive Directors of the Company. Further, As per Regulation 17(6)(ca) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, while making payment of remuneration to Non Executive directors, the approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single Non Executive director exceeds fifty per cent of the total annual remuneration payable to all non executive directors, the remuneration payable to Dr. Ghanshyam Goyal may exceed the above criteria, therefore, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee (NRC), approval of Audit Committee (AC) and subject to the approval of shareholders at the ensuing 37 th Annual General Meeting (AGM) have recommended payment of Professional Fees i.e Doctors Payout to Dr. Ghanshyam Goyal, Non Executive Director of the Company for the financial year 2026-27 morefully and particularly appearing in the said notice of AGM.
Details of remuneration and sitting fees paid to the Directors during FY 2025-26
( in lakhs)
| Element of Remuneration of Executive Directors | Late Dwarika Prasad Tantia Executive Chairman | Dr. Om Tantia Chairman and Managing Director | Mr. Anurag Tantia Executive Director |
| Salary | 90.33 | 201.00 | 165.00 |
| Professional Fees | - | 54.78 | - |
| Bonus & Exgratia | 13.44 | 31.32 | 25.71 |
| Other Allowances | 53.77 | 23.78 | 24.00 |
| Total | 157.54 | 310.88 | 214.71 |
| Period of appointment/ | Ceased to be the Director and | April 04, 2024 to | October 01, 2024 to |
| reappointment | Executive Chairman of the | August 31, 2027 | September 30, 2027 |
| Company due to his unfortunate | |||
| demise on August 17, 2025 | |||
| Name of the Non Executive Directors | Professional Fees | Sitting fees | Total |
| Dr. Aruna Tantia, Non Executive Director | 64.04 | 2.83 | 66.87 |
| Mr. Shree Gopal Tantia, Non Executive Director | - | 2.36 | 2.36 |
| Dr. Ghanshyam Goyal, Non Executive Director | 153.06 | 2.36 | 155.42 |
| Mr. Amrendra Prasad Verma, Non Executive Independent Director | - | 5.19 | 5.19 |
| Mr. Kashi Prasad Khandelwal, Non Executive Independent Director | - | 7.08 | 7.08 |
| Dr. Tapti Sen, Non Executive Independent Director | - | 5.66 | 5.66 |
| Mr. Hari Modi, Non Executive Independent Director | - | 5.19 | 5.19 |
| Mr. Deepak Pramanik, Non Executive Independent Director | - | 5.19 | 5.19 |
1. In case of Executive Directors: The appointment may be terminated by either party by giving three months notice in writing. There is no separate provision for payment of severance fees under the resolutions governing the appointment of Executive Directors.
2. No Stock Option is provided to any of the Directors including Independent Directors of the Company.
3. The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee and the approval of the Audit Committee, wherever applicable, has, inter alia, recommended the following matters related to reappointment of directors and payment of remuneration/ professional fees to directors/ relatives of directors for the approval of the Members at the ensuing 37 th Annual General Meeting of the Company, as set out in detail in the Notice convening the said Meeting: a. Re-appointment of Dr. Aruna Tantia (DIN: 00001347), Non Executive Director, who retires by rotation at the ensuing Annual General Meeting and, being eligible, o_ers herself for re-appointment. b. Approval for increase in remuneration payable to Dr. Mridul Tantia, Vice President of the Company and a relative of a Director, holding an o_ce or place of profit. c. Approval of payment of Professional Fees to Dr. Niharika Tantia, Consultant and a relative of Director holding o_ce or place of profit. d. Re-appointment of Mr. Hari Modi and Dr. Tapti Sen as Independent Directors of the Company for a second term of five consecutive years commencing from September 15, 2026 including and up to September 14, 2031. e. Continuation of directorship of Mr. Amrendra Prasad Verma as a Non Executive Independent Director upon attaining the age of 75 years, pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
f. Approval for payment of professional fees (Doctors Payout) to Dr. Ghanshyam Goyal, Non Executive Director of the Company, for the financial year 2026–27, pursuant to Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Remuneration Policy:
Nomination and Remuneration Committee recommends the remuneration for the Executive Directors, Key Managerial Personnel and other Senior Employees. The recommendation is then approved by the Board and Shareholders except for other senior employees. The remuneration paid to Executive Directors is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance. Independent Non Executive Directors are appointed for their professional expertise in their individual capacity as individual Professionals/ Business Executives.
The Non Executive Directors of the Company have a crucial role to play in the independent functioning of the Board. They bring in an external and wider perspective to the deliberations and decision-making by the Board. The Independent Directors devote their valuable time for discussions in the course of the Board and Committee meetings of the Company. They also help to ensure good corporate governance norms. The responsibilities and obligations imposed on the Non Executive Directors have recently increased manifold owing to new legislative initiatives. Contribution of the Non Executive Directors in Board and Committee Meetings, time devoted by them, participation in strategic decision making, performance of the Company and industry practices and benchmarks forms the main criteria for determining payments to Non Executive Directors. The remuneration of the Non Executive Directors (NEDs) of the Company is decided by the Board of Directors.
The Company pays remuneration to its Managing Director and Whole Time Directors by way of salary, perquisites and allowances, based on the recommendation of the Nomination and
Remuneration Committee, approval of the Audit Committee (AC) if required, approval of the Board of Directors and Shareholders. The Nomination and Remuneration Policy of the Company forms part of Directors Report and marked as Annexure-II.
The criteria for making payment to the Non Executive Directors of the Company is already mentioned above under Pecuniary relationship or transactions of Non Executive Directors and also available at the website of the Company at https://ilshospitals. com/share-holder-information/#CorporatePolicies and hence not repeated here.
Stakeholders Relationship Committee (SRC)
The Stakeholders Relationship Committee oversees, interalia, redressal of shareholder and investor grievances, transfer/ transmission of shares, issue of duplicate shares, recording dematerialisation/ rematerialisation of shares and related matters. The roles and responsibilities of the Stakeholders Relationship Committee are as prescribed under Section 178 of the Companies Act, 2013 and Regulation 20 of the amended Listing regulations.
As on March 31 2026, the Stakeholders Relationship Committee of the Board comprises of three Directors of which two are Independent Directors and one is executive director. The Chairman of the Committee is also an Independent Director. The said committee was constituted on September 27, 2023. Mr. Hari Modi Serves as the Chairman of the Committee. The Chairman of the Stakeholders Relationship Committee attended the previous Annual General Meeting held on August 5, 2025.
The Company Secretary acts as the Secretary of the Committee.
Composition of Committee and attendance of members
| Name of Director and position | No. of Committee meeting held during FY 2025-26 and attendance January 17, 2026 |
| 1. Mr. Hari Modi, Chairman (Non Executive Independent Director) | Yes |
| 2. Dr. Tapti Sen, Member (Non Executive Independent Director) | Yes |
| 3. Mr. Anurag Tantia, Member (Executive Director) | Yes |
| Other information | |
| Name of Non Executive Director heading the Committee | Mr. Hari Modi |
| Name and designation of Compliance O_cer | Mr. Ankur Sharma, Company Secretary and |
| Compliance O_cer | |
| Number of shareholders complaints received during the financial year | 1 |
| Number of complaints resolved to the satisfaction of shareholders | 1 |
| Number of complaints not solved to the satisfaction of shareholders | Nil |
| Number of pending complaints | Nil |
| Number of share transfer pending | Nil |
Pursuant to the authorisation of the Board of the Company, Company Secretary/ Stakeholders Relationship Committee is authorised to approve the Transfer/ Transmission/ Sub-division/ Consolidation/Renewal/ Replacement/ Issue of Duplicate Share Certificate(s)/Deletion of Name(s) and Dematerialisation/ Rematerialisation of shares of the Company. A summary of transfer/ transmission, etc. of securities of the Company so approved is also placed at Stakeholders Relationship Committee meeting.
Executive Committee (EC)
The Executive Committee of the Board comprises three Directors, of which two are Executive Directors and one is a Non Executive Director. The Committee was constituted by the Board at its meeting held on September 15, 2021 and was last reconstituted on September 24, 2025. The Committee is a non-statutory committee and operates in accordance with the terms of reference approved by the Board of Directors, inter alia, to deal with the day-to-day financial matters of the Company. The minutes of the meetings of the Committee are placed before the Board for its information. The Chairman of the Executive Committee attended the previous Annual General Meeting held on August 5, 2025.
Composition of Committee and attendance of members:_
| Sl. No. | Name of Director and position | No. of Committee meeting held during FY 2025-26 and attendance | ||||
| May 6, 2025 | July 16,2025 | October 6, 2025 | November 8, 2025 | March 5, 2026 | ||
| 1. | Late Dwarika Prasad Tantia, Chairman | Yes | Yes | NA | NA | NA |
| (Executive Chairman)* | ||||||
| 2. | Dr. Om Tantia, Chairman, (Chairman and | Yes | Yes | Yes | Yes | Yes |
| Managing Director)# | ||||||
| 3. | Mr. Shree Gopal Tantia, Member (Non | NA | NA | Yes | Yes | Yes |
| Executive Non Independent Director)^ | ||||||
| 4. | Mr. Anurag Tantia, Member (Executive | Yes | Yes | Yes | Yes | Yes |
| Director) | ||||||
In addition to the above members, the Company Secretary of the Company acts as the Secretary to the Committee. The Committee meets as and when required on need basis.
*Late Dwarika Prasad Tantia, ceased to be the Chairman of the Committee due to his unfortunate demise on August 17, 2025 and accordingly, the Executive Committee was re-constituted w.e.f. September 24, 2025.
# Dr. Om Tantia has been appointed as the Chairman of the Executive Committee with effect from September 24, 2025, pursuant to the reconstitution of the said Committee.
^ Mr. Shree Gopal Tantia has been appointed as the Member of the Executive Committee with effect from September 24, 2025, pursuant to the reconstitution of the said Committee.
Corporate Social Responsibility (CSR) Committee
The Committee oversees, inter-alia, corporate social responsibility and other related matters as may be referred by the Board of Directors and discharges the roles as prescribed under Section 135 of the Act which includes formulating and recommending to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Act and recommending the amount of expenditure to be incurred and monitoring the CSR Policy of the Company.
The CSR Committee of the Board comprises of three Directors, out of which one is Executive Director, one is Non Executive Non Independent Director and one is Non Executive Independent Director. The Committee is headed by Dr. Om Tantia, Executive Director. The CSR Committee was constituted by our Board at their meeting held on September 15, 2021 and last reconstituted on September 24, 2025. The Chairman of the Corporate Social Responsibility Committee attended the previous Annual General Meeting held on August 5, 2025.
Composition of Committee and attendance of members
| Sl. No. | Name of Director and position | Attendance at the Committee meeting during the FY 2025-26 May 23, 2025 |
| 1. | Late Dwarika Prasad Tantia, Chairman (Executive Chairman)* | Yes |
| 2. | Dr. Om Tantia, Chairman (Chairman and Managing Director)# | NA |
| 3. | Dr. Aruna Tantia, Member (Non Executive Non Independent Director) | Yes |
| 4. | Dr. Tapti Sen, Member (Non Executive Independent Director) | Yes |
The Company Secretary of the Company acts as the Secretary to the Committee.
*Late Dwarika Prasad Tantia, ceased to be the Chairman of the Committee due to his unfortunate demise on August 17, 2025 and accordingly, the CSR Committee was re-constituted w.e.f. September 24, 2025.
# Dr. Om Tantia has been appointed as the Chairman of the Corporate Social Responsibility (CSR) Committee with effect from September 24, 2025, pursuant to the reconstitution of the said Committee.
Senior Management
The details of our Senior Management other than directors and Key Managerial Personnel, as on March 31, 2026 are as follows:
| Name | Designation |
| Mr. Debashis Dhar | Senior Vice President and Chief Business Development Officer |
| Dr. Vishal Goyal | Group Chief Operating Officer (Group COO) |
Changes in the Senior Management Personal
There were no changes in the Senior Management Personnel during the year, however following changes have taken place on April 2, 2026:
| Name | Designation | Date of change | Reason |
| Mr. Debashis Dhar | Senior Vice President and Chief Business | April 2, 2026 | Resignation due to personal |
| Development Officer | reasons |
Key Managerial Personnel (KMP) and Change in KMP
The details of Key Managerial Personnel (KMP) and changes in KMP, if any is already covered under directors report and hence not repeated here.
. GENERAL MEETINGS
The last three Annual General Meetings with details of location, time and special resolutions passed
| Date | August 5, 2025 | July 25, 2024 | July 20, 2023 |
| Time | 3:00 P.M. | 3:00 P.M. | 10:30 A.M. |
| Venue | GPT Centre, JC-25, Sector-III, | GPT Centre, JC-25, Sector-III, | GPT Centre, JC-25, Sector-III, |
| Salt Lake, Kolkata \u2013 700106 | Salt Lake, Kolkata \u2013 700106 | Salt Lake, Kolkata \u2013 700106 | |
| (Held through VC/OAVM) | (Held through VC/OAVM) | ||
| Details of | 1. Variation in terms and conditions of | 1. Reappointment of Mr. Dwarika | Nil |
| special | employment of Mr. Dwarika Prasad | Prasad Tantia as Executive | |
| resolutions | Tantia, Executive Chairman | Chairman. | |
| passed in | 2. Variation in terms and conditions of | 2. Reappointment of Mr. Anurag | |
| the Annual | employment of Mr. Anurag Tantia, | Tantia as Executive Director. | |
| General | Executive Director | 3. Revision of Remuneration of Mrs. | |
| Meeting | 3. Variation in terms of payment of | Kriti Tantia as Chief Financial | |
| Doctor Consultancy Fees to Dr. | Officer (CFO), holding place of | ||
| Aruna Tantia, Non Executive Non | profit in the company in terms of | ||
| Independent Director | Section 188(1)(f) of the Companies | ||
| 4. Payment of Doctor Consultancy | Act, 2013. | ||
| Fees to Dr. Ghanshyam Goyal, Non | 4. Payment of Professional Fees i.e. | ||
| Executive Director of the Company | Doctors Consultancy Fees to Dr. | ||
| for the financial year 2025-26. | Ghanshyam Goyal, Non Executive | ||
| 5. Continuation of Directorship of Mr. | Director of the Company. | ||
| Kashi Prasad Khandelwal as a Non | |||
| Executive Independent Director of | |||
| the Company on completion of 75 | |||
| years of age |
4.1 Extraordinary General Meeting
No Extra-Ordinary General Meeting was held during the year.
4.2 Postal Ballot
The Company had conducted postal ballot process in terms of the Postal Ballot Notice dated September 24, 2025 the results of which were declared on October 29, 2025. Mr. Ashok Kumar Daga, (Membership No. F2699 and Certificate of Practice No. 2948), a Practicing Company Secretary, Kolkata acted as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The agenda item passed along with the summary of Voting Results as per the Scrutinizers Report is as under:
| Sr. No. | Agenda Item of the Postal Ballot Notice dated September 24, 2025 | Type of Resolution | Cut-o_ date and Period of Postal Ballot | Date of the meeting / last day of receipt of postal ballot forms (in case of Postal Ballot) | Date of Scrutniser Report |
| 1 | Alteration of Articles of | Special | September 19, 2025 | October 27, 2025 | October 29, 2025 |
| Association of the Company | Resolution | September 28, 2025 (9:00 | |||
| A.M. IST) and ended on | |||||
| October 27, 2025 (5:00 | |||||
| P.M. IST). | |||||
| 2 | Appointment of Mr. Shree | Special | September 19, 2025 | October 27, 2025 | October 29, 2025 |
| Gopal Tantia, Promoter | Resolution | September 28, 2025 (9:00 | |||
| (DIN:00001346) as a Director | A.M. IST) and ended on | ||||
| (Non Executive and Non | October 27, 2025 (5:00 | ||||
| Independent) of the Company | P.M. IST). |
Voting Results for Item No. 1
| NUMBER OF MEMBERS | NUMBER OF VOTES CONTAINED | %AGE | ||||
| REMOTE E-VOTING | TOTAL | IN REMOTE E-VOTING | TOTAL | % OF TOTAL VOTES CASTED | % OF TOTAL NO. OF ISSUED SHARES | |
| ASSENT | 96 | 96 | 5,76,44,564 | 5,76,44,564 | 100 | 70.25 |
| DISSENT | 11 | 11 | 3,691 | 3,691 | - | - |
| INVALID | - | - | - | - | - | - |
| TOTAL | 107 | 107 | 5,76,48,255 | 5,76,48,255 | 100 | 70.25 |
Voting Results for Item No. 2
| NUMBER OF MEMBERS | NUMBER OF VOTES CONTAINED IN | %AGE | ||||
| REMOTE E-VOTING | TOTAL | REMOTE E-VOTING | TOTAL | % OF TOTAL VOTES CASTED | % OF TOTAL NO. OF ISSUED SHARES | |
| ASSENT | 95 | 95 | 5,76,44,633 | 5,76,44,633 | 100 | 70.25 |
| DISSENT | 10 | 10 | 3,022 | 3,022 | - | - |
| INVALID* | 2 | 2 | 600 | 600 | - | - |
| TOTAL | 107 | 107 | 5,76,48,255 | 5,76,48,255 | 100 | 70.25 |
*The vote casted by Mr. Shree Gopal Tantia and Mrs. Vinita Tantia in the aforesaid resolution are not considered as valid since they are considered as Interested as stated in the Notice of Postal Ballot. In view of the above, vote casted in respect of 600 shares is treated as Invalid for the purpose of passing of the Special Resolution.
The aforesaid resolution is deemed to be passed on the last date specified for e-voting, i.e. October 27, 2025, in terms of the Secretarial Standards on General Meeting (SS2) issued by the Institute of Company Secretaries of India. The report and voting results are available on the website of the company at the link:https://ilshospitals.com/share-holder-information/#PostalBallot
Procedure for Postal Ballot:
The Postal Ballot process was conducted in accordance with the provisions of Section 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and applicable circulars issued by the Ministry of Corporate Affairs.
Special Resolution proposed to be conducted through Postal Ballot
There is no immediate proposal for passing of any resolution through Postal Ballot and none of the businesses proposed to be transacted at the ensuing Annual General Meeting is necessitated to be passed through Postal Ballot. In case a resolution is proposed to be passed through Postal Ballot, the procedure of Postal Ballot and other requisite details shall be provided in Postal Ballot Notice.
. MEANS OF COMMUNICATION a. Quarterly, half-yearly and annual results:
The Companys quarterly, half-yearly and annual financial results are generally published in The Financial Express/ The Business Standard (English language) and in EKDIN/ Dainik Statesman (local language). Interim Results/reports are not sent to the household of shareholders since the same are posted on the websites of the Company, BSE and NSE.
b. Website:
The Companys website (www.ilshospitals.com) contains a separate dedicated section Investors where shareholders information is available. The Companys Annual Report is also available in downloadable form.
c. News releases, presentations, etc.:
Official news releases and official media releases are sent to Stock Exchanges and are displayed on Companys website.
d. Presentations to institutional investors / analysts:
These presentations and Schedule of analyst or institutional investors meet are also uploaded on the Companys website (www.ilshospitals.com) as well as sent to the Stock Exchanges. No unpublished price sensitive information is discussed in the presentation made to institutional investors and financial analysts.
e. Chairmans Communique:
The Chairmans Letter forms part of the Annual Report and AGM speech will also be uploaded on the website.
f. Filing with the Stock Exchanges:
All applicable compliance filings required under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, including the Shareholding Pattern, Integrated Governance (including the Statement of Investor Complaints), Integrated Finance (including the Disclosure of Related Party Transactions), media releases, and other statutory disclosures, are submitted electronically to BSE Limited and the National Stock Exchange of India Limited within the prescribed timelines.
g. SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. Investors are requested to visit the upgraded version of SCORES at https://scores.sebi.gov.in to register or/and lodge complaint, if any. The old portal is not accepting any new SCORES registrations and complaints. However, Members may check the status of their pending complaints, if any, on the old portal.
h. SMART Online Dispute Resolution (ODR):
SEBI vide its Master Circular SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/145 dated 11th August 2023, and other circulars issued from time to time, expanded the scope of investor complaints by establishing a common Online Dispute Resolution Portal (ODR Portal) for resolution of disputes arising in the Indian Securities Market, which is in addition to the existing SCORES portal. Investors can initiate dispute resolution through the ODR portal viz., https://smartodr.in/ login, post exhausting the options to resolve their grievances with the RTA / Company directly and through existing SCORES platform.
During the financial year 2025–26, one complaint relating to non-receipt of the list of top 1,000 shareholders of the Company was received from a shareholder through the SCORES portal, and the same was resolved within the prescribed statutory timeline. However, No Compliant was received by the Company through ODR portal. Also, no shareholders complaint was lying unresolved as on March 31, 2026.
The above compliant was also placed before the stakeholders relationship committee.
. GENERAL SHAREHOLDER INFORMATION
6.1 Company registration details
The Company is registered in the State of West Bengal, India. The Corporate Identification Number (CIN) of the Company is L70101WB1989PLC047402.
6.2 Annual General Meeting
The 37 th Annual General Meeting will be held on Thursday, August 6, 2026 at 3.00 P.M. through Video Conferencing/ OAVM from its Registered office at GPT Centre, JC-25, Sector – III, Salt Lake, Kolkata – 700 106, which shall be deemed to be the venue of the meeting.
6.3 Financial year
The financial year of the Company is from April 01 to March 31 of every year.
The quarterly results for the financial year were announced as follows:
| Particulars | Date of declaration of results |
| For the quarter ended June 30, 2025 | August 6, 2025 |
| For the quarter ended September 30, 2025 | November 8, 2025 |
| For the quarter ended December 31, 2025 | February 2, 2026 |
| For the quarter and Financial Year ended March 31, 2026 | May 18, 2026 |
Companys tentative calendar (subject to change) for the announcement of quarterly results during the financial year 2026-27 would be as below:
| Particulars | Tentative calendar |
| For the quarter ended June 30, 2026 | By August 14, 2026 |
| For the quarter ended September 30, 2026 | By November 14, 2026 |
| For the quarter ended December 31, 2026 | By February 14, 2027 |
| For the quarter and Financial Year ended March 31, 2027 | By May 30, 2027 |
6.4 Dividend payment date
The dividend, if approved, by the shareholders at the ensuing Annual General Meeting, will be paid within 30 days from the date of Annual General Meeting.
6.5 Listing on Stock Exchange details:
| Exchange | Code/Trading Symbol | ISIN |
| BSE Limited (BSE) | 544131 | INE486R01017 |
| National Stock Exchange of India Limited (NSE) | GPTHEALTH | INE486R01017 |
6.6 Payment of listing fees:
Annual listing fee has been paid to the respective Stock Exchanges.
6.7 Registrar and Share transfer agents
MUFG Intime India Private Limited (Formerly Link Intime India Pvt. Ltd.) Rasoi Court, 5th floor 20, Sir R N Mukherjee Road, Kolkata – 700001
E-Mail: investor.helpdesk@in.mpms.mufg.com
6.8 Share transfer system
The Company has in place a proper and adequate share transfer system. The Company formed a Committee known as Stakeholders Relationship Committee to process share transfer request as delegated by the Board of Directors of the Company. MUFG Intime India Private Limited, the Registrar and Share Transfer Agent of the Company was appointed to ensure that the share transfer system is maintained in physical as well as electronic form.
.
As mandated by SEBI, securities of the Company can be transferred /traded only in dematerialised form. Further, SEBI vide its circular dated January 25, 2022 and again on March 16, 2023, (as amended) mandated that all service requests for issue of duplicate certificate, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, subdivision/ splitting/ consolidation of certificate, transmission and transposition which were allowed in physical form should be processed in dematerialised form only.
Shareholders holding shares in physical form, if any, are advised to avail the facility of dematerialisation. It shall be mandatory for all holders of physical securities to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers. As per the circular dated March 16, 2023, (as amended) Folios without PAN, KYC details and Nomination will be frozen by the RTA.
Shareholders should communicate with MUFG Intime India Private Limited, the Companys Registrars & Share Transfer Agent quoting their folio number or Depository Participant ID and Client ID number, for any queries relating to their securities.
The average time taken for processing and registration of relodged share transfer requests is less than 15 days. The Stakeholders Relationship Committee considers the transfer proposals generally on a weekly basis, if any.
6.9 Unclaimed Dividend:
The balance of unpaid dividend account as on March 31, 2026 is 1.38 Lakhs. During the current financial year 2025-26 no dividend amount remained unclaimed and unpaid for a period of seven years, which is due for transfer to Investors Education and Protection Fund.
6.10 Unclaimed Shares
As on March 31, 2026, there were no shares of any shareholder lying unclaimed with the Company or lying in the suspense account. The disclosure required to be given under Regulation 34(3) read with Clause F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are therefore not applicable.
Again, there were no shares of any shareholder lying unclaimed with the Company needs to be transferred to Investor Education and Protection Fund (IEPF) of the Central Government pursuant to Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
6.11 Distribution of shareholding as on March 31, 2026
a. Distribution of shareholding according to the size of holding
| Number of shares | Shareholders | Shares | Face value of shares | ||
| Number | Percentage | Quantity | Percentage (%) | ||
| Up to 500 | 60,068 | 92.77 | 53,79,421 | 5,37,94,210 | 6.56 |
| 501 \u2013 1,000 | 2,000 | 3.09 | 15,37,315 | 1,53,73,150 | 1.87 |
| 1,001 \u2013 2,000 | 1,495 | 2.31 | 21,75,155 | 2,17,51,550 | 2.65 |
| 2,001 \u2013 3,000 | 430 | 0.66 | 10,86,860 | 1,08,68,600 | 1.33 |
| 3,001 \u2013 4,000 | 237 | 0.37 | 8,23,228 | 82,32,280 | 1.00 |
| 4,001 \u2013 5,000 | 124 | 0.19 | 5,74,100 | 57,41,000 | 0.70 |
| 5,001\u201310,000 | 221 | 0.34 | 15,77,170 | 1,57,71,700 | 1.92 |
| 10,001 and above | 178 | 0.27 | 6,89,01,574 | 68,90,15,740 | 83.97 |
| Total | 64,753 | 100.00 | 8,20,54,823 | 82,05,48,230 | 100.00 |
b. Distribution of shares by shareholder category
| Category | Number of shareholders | Number of shares held | Voting strength (%) |
| Corporate Bodies (Promoter Co) | 1 | 5,38,04,700 | 65.57 |
| Clearing Members | 3 | 45,406 | 0.06 |
| Other Bodies Corporate | 190 | 43,76,469 | 5.33 |
| Hindu Undivided Family | 1,217 | 6,86,241 | 0.84 |
| Mutual Funds | 4 | 38,47,116 | 4.69 |
| Non Resident Indians | 384 | 3,36,669 | 0.41 |
| Non Resident (Non Repatriable) | 308 | 1,82,831 | 0.22 |
| Public | 62,599 | 1,50,37,482 | 18.33 |
| Promoters | 4 | 900 | Negligible |
| Trusts | 2 | 67,132 | 0.08 |
| Relatives Of Promoters | 3 | 900 | Negligible |
| Category | Number of shareholders | Number of shares held | Voting strength (%) |
| Insurance Companies | 1 | 8,752 | 0.01 |
| Body Corporate - Ltd Liability | 26 | 5,85,199 | 0.71 |
| Partnership | |||
| FPI (Corporate) - I | 4 | 1,04,592 | 0.13 |
| Alternate Invst Funds - III | 4 | 7,69,205 | 0.94 |
| FPI (Corporate) - II | 2 | 22,01,181 | 2.68 |
| Systemically Important NBFC | 1 | 48 | Negligible |
| Total | 64753 | 8,20,54,823 | 100.00 |
| c. Top 10 shareholders other than Promoter & Promoter Group | |||
| Name(s) of shareholders | Category | Number of shares | Percentage (%) |
| Bandhan Small Cap Fund | Mutual Fund | 32,61,625 | 3.97 |
| India Capital Growth Fund Limited | FPI (Corporate) - II | 22,00,000 | 2.68 |
| Rajasthan Global Securities Private Limited | Other Bodies Corporate | 9,83,326 | 1.20 |
| N B I Industrial Finance Company Limited | Other Bodies Corporate | 7,07,000 | 0.86 |
| Bandhan Infrastructure Fund | Mutual Fund | 5,84,288 | 0.71 |
| Elpro International Limited | Other Bodies Corporate | 5,30,962 | 0.65 |
| Shobha Businesses LLP | Body Corporate-Ltd | 3,00,000 | 0.37 |
| Liability Partnership | |||
| Ami Naysar Shah | Res. Ind. | 3,00,000 | 0.37 |
| Ragini Finance Private Limited | Other Bodies Corporate | 2,99,900 | 0.37 |
| Skyridge Growth Fund | Alternate Investment | 2,94,000 | 0.36 |
| Funds-III |
6.12 Dematerialization of shares and liquidity
Equity Shares of the Company are held only in dematerialized form as on March 31, 2026
| Status of dematerialization | Number of shares | Percentage of total shares (%) |
| Shares held in NSDL | 7,08,18,421 | 86.31 |
| Shares held in CDSL | 1,12,36,402 | 13.69 |
| Shares held in physical form | Nil | Nil |
6.13 Outstanding GDRs/ADRs, Warrants, ESOS and Convertible instruments, conversion date and likely impact on equity a. As on March 31, 2026, the Company does not have any outstanding GDRs/ADRs, Warrants, other convertible instruments. b. Employees Stock Option Plans (ESOPs): None
6.14 Commodity price risk or foreign exchange risk and hedging activities
There are no commodity price risks or commodity hedging activities involved.
6.15 Unit locations
| ILS Hospitals, Salt Lake | Jeewansatya, DD-6, Sector-I, Salt Lake, Kolkata - 700 064, West Bengal, India |
| ILS Hospitals, Dum Dum | 1, Khudiram Bose Sarani, Dum Dum, Kolkata - 700 080, West Bengal, India |
| ILS Hospitals, Agartala | Capital Complex, Kunjaban Agartala, West Tripura, Tripura \u2013 799 010, India |
| ILS Hospitals, Howrah | 98, Dr. Abani Dutta Road, Howrah \u2013 711 101, West Bengal, India |
| ILS Hospitals, Raipur | Amrapali Society, Pachpedi Naka, Raipur \u2013 492 001, Chattisgarh, India |
6.16 Address for correspondence: Registered/ Corporate o_ce: GPT Healthcare Limited
GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata-700 106, West Bengal, India Tel: +91-33-4050-7000 Email: ghl.cosec@gptgroup.co.in Website: www.ilshospitals.com
Investor correspondence:
All shareholders complaints/queries in respect of their shareholdings may be addressed to: Mr. Ankur Sharma
Company Secretary & Compliance Officer GPT Healthcare Limited,
GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata-700 106, West Bengal, India, Tel: +91-33-4050-7000 Email: ghl.cosec@gptgroup.co.in
Queries relating to financial statements and Company performance, among others, may be addressed to:
Mrs. Kriti Tantia Chief Financial Officer GPT Healthcare Limited,
GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata-700 106, West Bengal, India, Tel: +91-33-4050-7000 Email: ghl.cosec@gptgroup.co.in
6.17 Credit Rating
During the year under review, your Companys long term and short term credit facilities are rated by CRISIL, the details of which is mentioned below:
Long Term CRISIL A-/Stable (Rea_rmed) on Instruments October 28, 2025 Short Term CRISIL A2+ (Rea_rmed) on Instruments October 28, 2025
f. DISCLOSURES a. Disclosure on materially-significant related party transactions of the Company that may have potential conflict with the interests of the Company at large
The Company does not have any material-related party transactions, which may have potential conflict with its interests at large. In any case, disclosures regarding the transactions with related parties are given in the notes to the Accounts of financial statements.
b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to Capital Markets during the last three years
There are no instance of non-compliance by the Company or penalty and/or stricture imposed on the Company by stock exchanges or SEBI or any statutory authority, on any matter related to capital market, during the last three years.
c. Details of establishment of Vigil Mechanism / Whistle Blower Policy and a_rmation that no personnel have been denied access to the audit committee
The Company in its Board Meeting dated September 30, 2021, adopted the Vigil Mechanism / Whistle Blower Policy which was last modified on September 27, 2023. The Companys code of conduct encourages all its employees who have concerns about their work or the business of the Company, to discuss these issues with their line managers. The employees also have free access to Human Resource and Audit Committee for resolving their concerns and no personnel has been denied access to the audit committee.
As per the requirement of the Companies Act, 2013 and Regulation 22 of the Listing regulations, the Company has framed its Whistle Blower (Vigil Mechanism) Policy to enable all employees and their directors to report in good faith any violation of the Code of Conduct as stated in the policy.
d. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements
The Company has complied with all mandatory requirements under the applicable provisions of Listing Regulations.
e. Web link where policy for determining material subsidiaries is disclosed https://ilshospitals.com/share-holder-information/#CorporatePolicies
f. Web link where policy on dealing with related party transactions is disclosed https://ilshospitals.com/share-holder-information/#CorporatePolicies g. Disclosure of commodity price risks and commodity hedging activities
There are no commodity price risks or commodity hedging activities involved.
h. The Company has not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).
i. Certificate from Mr. Ashok Kumar Daga, a practicing Company Secretary certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority is annexed to this report.
j. The board had accepted all recommendation of mandatory committees during the financial year 2025-26. k. The total fees for all services paid by the Company, on a consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which the statutory auditor is a part is as under:-
( in lakhs)
| Name of Auditors | Audit Fees for Standalone Accounts | Limited Review Fees | Certification & Other Fees | Total |
| S.R. Batliboi & Co. LLP Chartered | 31.50 | 28.56 | 3.84 | 63.90 |
| Accountants, Statutory Auditors |
l. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. number of complaints filed during the financial year: Nil b. number of complaints disposed of during the financial year: Nil c. number of complaints pending as on end of the financial year: Nil
m. Disclosure by listed entity and its subsidiaries of Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount:
Disclosures of such loans and advances are given in the notes to the Accounts of financial statements.
n. Details of material subsidiaries of the Company; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries:
The Company does not have any subsidiary including material subsidiary pursuant to Regulation 24(1) of the Listing Regulations.
o. Code of Conduct
The Board of Directors has laid down a Code of Conduct for all Board members and all employees in management grade of the Company. The Code of Conduct is posted on the website of the Company. All Board members and senior management personnel have confirmed compliance with the Code. Chief
Executive O_cers/Managing Director certificate of compliance of the Code of Conduct by the Directors and Senior Management is appended to this Report.
p. Code of Conduct to Regulate, Monitor and Report Trading by Insiders
In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board has approved and adopted a code of conduct governing all the directors, senior management and other employees at all locations of the Company. All the Directors, employees and third parties such as auditors, consultants etc. who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. Mr. Ankur Sharma, Company Secretary, has been designated as Compliance Officer in respect of compliance of the Code. Code of Conduct is posted on the Companys website.
q. Code of Conduct for Independent Directors
The Board has adopted the Code of Conduct for Independent Directors as per Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
. DISCLOSURE ON DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II OF THE LISTING REGULATIONS a. The Board: - i. As the Chairman of the Company is an executive chairman, hence the provision on entitlement of chairpersons o_ce at the expense of the Company in case of Non Executive chairperson is not applicable.
ii. The Company has a woman director on Board.
b. Shareholders Rights
The Company publishes quarterly unaudited financial results in the newspapers and is also displayed it on the Companys website (www.ilshospitals.com). Accordingly, it does not envisage sending the same separately to the shareholders.
c. Modified opinion(s) in audit report
The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.
d. Separate posts for Chairperson and the Managing Director or the Chief Executive O_cer
The position of the Chairman of the Board and the Managing Director are held by same individual.
e. Reporting of internal auditor
The internal auditors report directly to the audit committee and also submits their reports directly to the audit committee.
f. Independent Directors
The independent directors of the company held its separate meeting on May 11, 2025, without the presence of non independent directors and members of the management except the Company Secretary and Compliance Officer of the Company who was requested by the Independent Directors to be present at the meeting. All the independent directors were present at the meeting. Mr. Kashi Prasad Khandelwal is the Lead Independent Director.
g. Risk Management
Risk Management Committee is mandatorily applicable to the top 1000 listed entities.
. DISCLOSURE OF CERTAIN TYPES OF
.
AGREEMENTS BINDING LISTED ENTITIES
There were no such agreements binding the Company.
. NON_COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT, WITH REASONS THEREOF SHALL BE DISCLOSED
There are no instance of non-compliance of any requirement of Corporate Governance report of sub-paras (2) to (10) of para C of Schedule –V of SEBI Listing Regulations as applicable to the company.
. COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER THE LISTING REGULATIONS
The Company discloses that it has complied with the corporate governance requirements specified under Regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing regulations.
SUBJECT: COMPLIANCE WITH CODE OF CONDUCT
As required under Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that all the Members of the Board of Directors and Senior Management Personnel of the Company have armed compliance with the Code of Conduct of the Board of Directors and Senior Management for the year ended March 31, 2026.
| For GPT Healthcare Limited | |
| Dr. Om Tantia | |
| Place: Kolkata | Chairman and Managing Director |
| Date: May 18, 2026 | (DIN:00001342) |
#CGEnd#
#ARStart#
To
The Members of
GPT Healthcare Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of GPT Healthcare Limited (the Company), which comprise the Balance sheet as at March 31 2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act,_ 2013, as amended (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of Affairs of the Company as at March_31,_2026, its profit including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
Weconductedourauditofthefinancialstatementsinaccordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is su_cient and appropriate to provide a basis for our audit opinion on the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
| Key audit matters | How our audit addressed the key audit matter |
| Allowance for expected credit losses relating to trade receivables | |
| As stated in Note 42, the Company uses a provision matrix to determine the expected credit loss on the portfolio of its trade receivables. The management has determined the allowance for credit loss based on historical loss experience which is adjusted for forward-looking estimates. The expected credit loss allowance is based on the ageing of the receivables and the rates as per the provision matrix. | Our audit procedures amongst others included the following: |
| Based on the provision matrix, the Company has recorded an allowance aggregating to Rs 272.23 lacs as disclosed in Note 12 of the financial statements. | \u2022 Evaluated the design and tested the operating effectiveness of management\u2019s controls over matrix for the allowance for expected credit losses (\u201cECL\u201d) including the estimation of the probability of default and delay. |
| We identified allowance for credit losses as a key audit matter because the assessment of expected credit loss on trade receivables involve significant judgement by the management to estimate the timing and amount of realisation of these receivables basis the past history, customer profiles and consideration of other internal and external sources of information. | \u2022 Assessed and tested the ECL provision matrix determined by the management by validating the accuracy and completeness of the historically observed default and delay rates, and the mathematical accuracy of the ECL provision matrix, duly considering the adjustments for forward looking estimates, if any. Further, the classification of the customers and the computation of ageing has been validated on a test check basis. |
| \u2022 Tested the arithmetical accuracy of the ECL allowance as at the reporting period considering the aforesaid provision matrix and compared the amounts so recomputed with the amounts recorded by the management. | |
| \u2022 Assessed the adequacy of relevant disclosures made in the financial statements in respect of Schedule III to the Companies Act, 2013 and Ind AS. | |
| Revenue Recognition under Ind AS 115, \u201cRevenue from contracts with customers\u201d | |
| The Company recognizes revenue from sale of services and medicines based on the terms and conditions of transactions which vary with different category of customers. | Our audit procedures included the following: |
| Revenue is one of the key performance indicators of the Company. Revenue is recognised net of rebates and discounts including unbilled revenue. | \u2022 Selected sample of revenue transactions with unbilled revenue at the year- end and traced these to underlying service register, billing card, medicine card and approved tariff rates. Also, we checked on a sample basis, invoices raised subsequent to year end; |
| We identified the recognition of revenue from sale of services as a key audit matter because revenue is a key performance indicator for the Company. There is a risk of overstatement of revenue due to inappropriate cut-o_, whereby revenue may be recognised in the incorrect accounting period, particularly towards the year-end, to meet performance targets. | \u2022 We performed analytical procedures of disaggregated data of revenue transactions during the audit period to identify any unusual trends. |
| \u2022 We tested underlying documentation for journal entries which were considered to be material related to revenue recognition. | |
| \u2022 Assessed the adequacy of relevant disclosures made in the financial statements in respect of Schedule III to the Companies Act, 2013 and Ind AS. | |
| \u2022 We evaluated the Company\u2019s accounting policies related to revenue recognition and assessed its compliance in terms of Ind AS 115 \u2018Revenue from contracts with customers\u2019. | |
| \u2022 Evaluated the design and tested the operating effectiveness of manual controls related to revenue recognition. Performed sample tests of individual sales transactions and traced to invoice, approved tari_ rates, Billing card and Medicine card etc; | |
| \u2022 We performed test of details for the selected sample of revenue transactions during the year and traced these to underlying supporting documentation / evidence; |
We have determined that there are no other key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Corporate Governance and shareholder information, but does not include the financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su_cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating e_ectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement thatwehavecompliedwithrelevantethicalrequirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure_1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matter stated in the paragraph (i)(vi) below on reporting under Rule 11(g); c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account; d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March_31,_2026 from being appointed as a director in terms of Section 164 (2) of the Act; f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under Section 143(3) (b) and paragraph (i)(vi) below on reporting under Rule 11(g). g) With respect to the adequacy of the internal financial controls with reference to these financial statements and the operating e_ectiveness of such controls, refer to our separate Report in Annexure 2 to this report; h) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; i) With respect to the other matters to be included in the Auditors Report in accordance with Rule_ 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 36(a) to the financial statements; ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 46 (e) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 46 (f) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement. v The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.
The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.
As stated in note 16(j) to the financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. vi Based on our examination which included test checks, the Company has used SAP HANA and MHEA accounting software, for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes made, if any, using privileged/ administrative access rights, as described in note 47 to the financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of accounting software(s) where the audit trail has been enabled.
Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
| For S.R. Batliboi & Co. LLP | |
| Chartered Accountants | |
| ICAI Firm Registration Number: 301003E/E300005 | |
| per Sanjay Kumar Agarwal | |
| Partner | |
| Place of Signature: Kolkata | Membership Number: 060352 |
| Date: May 18, 2026 | UDIN: 26060352IBNLGB8104 |
Annexure 1 Referred To In Paragraph 1 Under The Heading Report on Other Legal And Regulatory Requirements of our Report of Even Date
Re: GPT Healthcare Limited (the Company)
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangibles assets. (b) The property, plant and equipment are physically verified by the management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the property, plant and equipment were physically verified by the management during the year and no material discrepancies were noticed on such verification. (c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.
(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2026. (e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. (ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate. There were no discrepancies of 10% or more noticed, in the aggregate for each class of inventory. (b) As disclosed in note 23 to the financial statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from bank during the year on the basis of security of current assets of the Company. According to the information and explanation provided to us by the Management and based on a sanction letter obtained by the Company from such
Bank, the Company is not required to file any quarterly returns/statements with such Bank. Accordingly, the requirement to report on Clause 3(ii)(b) of the Order is not applicable to the Company.
The Company do not have sanctioned working capital limits in excess of Rs. five crores in aggregate from financial institutions during the year on the basis of security of current assets of the Company.
(iii) (a) During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties other than as mentioned below:
| Particulars | Loans |
| (Rs. in Lakhs) | |
| Aggregate amount of loans provided during the | |
| year | |
| - Body Corporate | 100.00 |
| - Employees | 64.94 |
| Balance outstanding as at balance sheet date in | |
| respect of above cases | |
| - Body Corporate | 100.00 |
| - Employees | 26.48 |
(b) During the year, the investment made and the terms and conditions of the loans granted to its employees and a body corporate are not prejudicial to the Companys interest. The Company has not provided guarantees, provided security and granted advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties during the year.
(c) (i) The Company has granted loans to its employees where the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular. (ii) During the year, the Company has granted loan to a body corporate where the schedule of repayment of principal and payment of interest has been stipulated and the repayment of principal has not yet fallen due for payment and interest has been received in accordance with the terms of the agreement.
The Company has not granted loans and advances in the nature of loans to firms, Limited Liability Partnerships or any other parties.
(d) There are no amounts of loans and advances in the nature of loans granted to companies, firms, limited liability partnerships or any other parties which are overdue for more than ninety days.
(e) There were no loans or advances in the nature of loan granted to companies, firms, Limited Liability Partnerships or any other parties which had fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties. (f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 are not applicable to loans given, investments made, guarantees and security provided by the Company. In respect of loans and investments made, the Company has complied with the provisions of Section 186 of the Companies Act, 2013. (v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to healthcare services, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:
| Name of the statute | Nature of the | Amount | Period to which the | Forum where the dispute is | Remarks, if any |
| dues | (Rs. in Lakhs) | amount relates | pending | ||
| Income Tax Act, 1961 | Income Tax | 39.55 | FY 2020-2022 | Assistant Commissioner of | NA |
| Income Tax |
(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) Term loans were applied for the purpose for which the loans were obtained.
(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.
(e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company. (f) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on Clause 3(ix)(f) of the Order is not applicable to the Company.
(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments), hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year. (b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
(xii) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable and hence not commented upon.
(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business. (b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.
(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company. (xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company. (d) The Group has one Core Investment Company as part of the Group.
(xvii) The Company has not incurred cash losses in the current and immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.
(xix) On the basis of the financial ratios disclosed in note 43 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note 39 to the financial statements. (b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in note 39 to the financial statements.
| For S.R. Batliboi & Co. LLP | |
| Chartered Accountants | |
| ICAI Firm Registration Number: 301003E/E300005 | |
| per Sanjay Kumar Agarwal | |
| Partner | |
| Place of Signature: Kolkata | Membership Number: 060352 |
| Date: May 18, 2026 | UDIN: 26060352IBNLGB8104 |
Annexure 2 To The Independent Auditors Report of Even Date on The Financial Statements of GPT Healthcare Limted
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the internal financial controls with reference to financial statements of GPT Healthcare Limited (the Company) as of March_31,_2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and e_cient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to these financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these financial statements and their operating e_ectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to these financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e_ectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is su_cient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to these financial statements.
Meaning of Internal Financial Controls With Reference to these Financial Statements
A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With Reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March_ 31,_ 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
| For S.R. Batliboi & Co. LLP | |
| Chartered Accountants | |
| ICAI Firm Registration Number: 301003E/E300005 | |
| per Sanjay Kumar Agarwal | |
| Partner | |
| Place of Signature: Kolkata | Membership Number: 060352 |
| Date: May 18, 2026 | UDIN: 26060352IBNLGB8104 |
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